11/24/2021 | Press release | Distributed by Public on 11/24/2021 16:03
|
• |
Partnered with BlueSoundWaves, led by visionary investors Ashton Kutcher and Guy Oseary;
|
|
• |
Manufactured over half a kilogram of cultivated fat biomass in a single production run;
|
|
• |
Held several tasting events at key European food trade shows;
|
|
• |
Filed a provisional patent application for differentiation of stem cells to produce cultured fat;
|
|
• |
Completed Q3 2021 with a cash position of $25.4 million;
|
|
• |
Research and Development expenses totaled $4.9 million in the nine months ending September 30, 2021, compared to $1.7 million in the same period in 2020. The 188% increase is mainly driven by the addition of the Company's Belgian plant, and reflects MeaTech's growing investment in research and development as it achieves milestones and expands its cultured meat technology capabilities.
|
|
• |
General and Administrative expenses totaled $6.0 million in the nine months ending September 30, 2021, compared to $3.9 million in the same period in 2020. The 54% increase is mainly driven by higher insurance, legal and other corporate expenses since the Company's Nasdaq listing, totaling $2.6 million in the nine months ending September 30, 2021, compared to $0.7 million in the same period in 2020. This is partially offset by lower non-cash share-based payments in the amount of $2.1 million in the nine months ending September 30, 2021, compared to $2.5 million in the same period in 2020.
|
|
• |
Marketing expenses totaled $0.9 million in the nine months ending September 30, 2021, compared to $0.3 million in the same period in 2020. The 171% increase reflects the Company's growing investment in marketing activities.
|
|
• |
Operating loss totaled $11.8 million in the nine months ending September 30, 2021, compared to $16.0 million in the same period in 2020. Net of the $10.2 million non-cash public listing expense that the Company recorded in 2020 in connection with its reverse merger into a TASE-traded shell company, the operating loss in the nine months ending September 30, 2020 was $5.9 million. The $5.9 million net increase in the operating loss reflects a 100% increase, driven mainly by increased research and development and general and administrative expenses.
|
|
• |
Total comprehensive loss was $12.0 million in the nine months ending September 30, 2021, or 10 cents per ordinary share, ($1.04 per ADS), compared to $16.4 million, or 29 cents per ordinary share ($2.89 per ADS), in the same period in 2020.
|
|
• |
Cash flow used in operating activities was $9.6 million in the nine months ending September 30, 2021, compared to $2.7 million in the same period in 2020, reflecting a 262% increase driven mainly by a $5.9 million increase in cash-based operating loss in the first nine months of 2021, compared to the same period in 2020.
|
|
• |
Cash flow used in investment activities was $7.5 million in the nine months ending September 30, 2021, compared to $0.3 million in the same period in 2020, reflecting a 2,404% increase, driven mainly by the $5.7 million cash component paid in the acquisition of our Belgian subsidiary and $1.1 million investments in fixed assets.
|
|
• |
Cash flow from financing activities was $29.1 million in the nine months ending September 30, 2021, compared to $10.1 million in the same period in 2020, reflecting a 188% increase, driven mainly by the initial public offering on the Nasdaq in March 2021.
|
|
• |
Cash and cash equivalents were $25.4 million at September 30, 2021, compared to $13.6 million at year-end 2020, an increase of 88%. The increase was driven mainly by the net proceeds from the Company's Nasdaq IPO.
|
|
• |
Current assets increased 99% to $27.5 million at September 30, 2021 from $13.8 million at year-end 2020, driven mainly by increase in cash and cash equivalents.
|
|
• |
Non-current assets increased 335% to $15.8 million at September 30, 2021 from $3.6 million at year-end 2020, driven mainly by the acquisition of the Company's Belgian subsidiary.
|
|
• |
Total assets increased 148% to $43.4 million at September 30, 2021, up from $17.5 million at year-end 2020, driven mainly by the acquisition of the Company's Belgian subsidiary and the cash proceeds from the Nasdaq IPO.
|
|
• |
Total capital increased 161% to $40.8 million at September 30, 2021, up from $15.6 million at year-end 2020. The increase was mainly driven by proceeds from the Nasdaq IPO and partially offset by the $11.7 million accumulated loss for the period.
|
Financial Statements of MeaTech 3D Ltd.
|
Page
|
|
Contents:
|
||
Unaudited Condensed consolidated interim statements of financial position
|
2
|
|
Unaudited Condensed consolidated interim of Income and of Comprehensive Loss
|
3
|
|
Unaudited Condensed consolidated interim statements of changes in equity
|
4
|
|
Unaudited Condensed consolidated interim statements of cash flows
|
5
|
|
Notes to the condensed consolidated interim financial statements
|
6
|
September 30
|
December 31
|
|||||||||||
2021
|
2020
|
|||||||||||
USD thousands
|
USD thousands
|
|||||||||||
Current assets
|
||||||||||||
Cash and cash equivalents
|
4
|
25,441
|
13,556
|
|||||||||
Other investment
|
6
|
149
|
149
|
|||||||||
Receivables
|
5
|
1,890
|
131
|
|||||||||
Total current assets
|
27,480
|
13,836
|
||||||||||
Non-current assets
|
||||||||||||
Restricted deposits
|
391
|
51
|
||||||||||
Other investment
|
6
|
1,287
|
2,513
|
|||||||||
Right-of-use asset
|
328
|
168
|
||||||||||
Intangible assets
|
14
|
11,362
|
- |
|||||||||
Fixed assets, net
|
2,467
|
906
|
||||||||||
Total non-current assets
|
15,835
|
3,638
|
||||||||||
Total Assets
|
43,315
|
17,474
|
||||||||||
Current liabilities
|
||||||||||||
Trade payables
|
313
|
351
|
||||||||||
Other payables
|
7
|
1,837
|
996
|
|||||||||
Current maturities of lease liabilities
|
251
|
180
|
||||||||||
Derivative instrument
|
-
|
316
|
||||||||||
Total current liabilities
|
2,401
|
1,843
|
||||||||||
Non-current liabilities
|
||||||||||||
Long-term lease liabilities
|
81
|
-
|
||||||||||
Total non-current liabilities
|
81
|
-
|
||||||||||
Capital
|
||||||||||||
Share capital and premium on shares
|
68,348
|
30,481
|
||||||||||
Capital reserves
|
2,653
|
3,319
|
||||||||||
Currency translation differences reserve
|
519
|
780
|
||||||||||
Accumulated deficit
|
(30,687
|
)
|
(18,949
|
)
|
||||||||
Total capital
|
40,833
|
15,631
|
||||||||||
Total liabilities and capital
|
43,315
|
17,474
|
Nine month ended
September 30,
|
Nine month ended September 30,
|
Year ended
December 31,
|
||||||||||||||
2021
|
2020
|
2020
|
||||||||||||||
USD thousands, except share data
|
USD thousands, except share data
|
USD thousands, except share data
|
||||||||||||||
Research and development expenses
|
10
|
4,928
|
1,703
|
2,491
|
||||||||||||
Marketing expenses
|
11
|
872
|
322
|
506
|
||||||||||||
General and administrative expenses
|
12
|
5,961
|
3,859
|
5,380
|
||||||||||||
Public listing expenses
|
-
|
10,164
|
10,164
|
|||||||||||||
Operating loss
|
11,761
|
16,048
|
18,541
|
|||||||||||||
Financing expenses (income), net
|
13
|
(23
|
)
|
(33
|
)
|
(17
|
)
|
|||||||||
Loss for the period
|
11,738
|
16,015
|
18,524
|
|||||||||||||
Capital reserve for financial assets at fair value that will not be transferred to profit or loss
|
-
|
334
|
334
|
|||||||||||||
Currency translation differences loss (income) that will not be transferred to profit or loss
|
(456
|
)
|
18
|
(758
|
)
|
|||||||||||
Currency translation differences loss (income) that might be transferred to profit or loss
|
717
|
-
|
-
|
|||||||||||||
Total comprehensive loss for the period
|
11,999
|
16,367
|
18,100
|
|||||||||||||
Loss per ordinary share, no par value (USD)
|
||||||||||||||||
Basic and diluted loss per share (USD)
|
0.104
|
0.289
|
0.308
|
|||||||||||||
Weighted-average number of shares outstanding - basic and diluted (shares)
|
112,891,686
|
55,343,639
|
60,112,197
|
Share and capital premium
|
Fair value of
financial assets
reserve
|
Transactions
with related
parties reserve
|
Currency
translation
differences
reserve
|
Share-based
payments
reserve
|
Accumulated deficit
|
Total
|
||||||||||||||||||||||
USD thousands
|
||||||||||||||||||||||||||||
Balance as at January 1, 2021
|
30,481
|
(334
|
)
|
14
|
780
|
3,639
|
(18,949
|
)
|
15,631
|
|||||||||||||||||||
Share-based payments
|
-
|
-
|
-
|
-
|
2,829
|
-
|
2,829
|
|||||||||||||||||||||
Issuance of shares and warrants, net
|
31,176
|
-
|
-
|
-
|
-
|
-
|
31,176
|
|||||||||||||||||||||
Exercise of options - Share-Based Payment
|
6,691
|
(3,495
|
)
|
3,196
|
||||||||||||||||||||||||
Other comprehensive income )loss)
|
-
|
-
|
-
|
(261
|
)
|
-
|
-
|
(261
|
)
|
|||||||||||||||||||
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
(11,738
|
)
|
(11,738
|
)
|
|||||||||||||||||||
Balance as at September 30, 2021
|
68,348
|
(334
|
)
|
14
|
519
|
2,973
|
(30,687
|
)
|
40,833
|
|||||||||||||||||||
Balance as at January 1, 2020
|
1,880
|
-
|
14
|
22
|
-
|
(425
|
)
|
1,491
|
||||||||||||||||||||
Reverse acquisition
|
11,439
|
-
|
-
|
-
|
-
|
-
|
11,439
|
|||||||||||||||||||||
Issuance of shares and warrants, net
|
7,384
|
-
|
-
|
-
|
-
|
-
|
7,384
|
|||||||||||||||||||||
Share-Based Payment
|
-
|
-
|
-
|
-
|
2,973
|
-
|
2,973
|
|||||||||||||||||||||
Exercise of options
|
2,592
|
-
|
-
|
-
|
(185
|
)
|
-
|
2,407
|
||||||||||||||||||||
Other comprehensive income (loss)
|
-
|
(334
|
)
|
-
|
(18
|
)
|
-
|
-
|
(352
|
)
|
||||||||||||||||||
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
(16,015
|
)
|
(16,015
|
)
|
|||||||||||||||||||
Balance as at September 30, 2020
|
23,295
|
(334
|
)
|
14
|
4
|
2,788
|
(16,440
|
)
|
9,327
|
Balance as at January 1, 2020
|
1,880
|
-
|
14
|
22
|
-
|
(425
|
)
|
1,491
|
||||||||||||||||||||
Share-based payments
|
-
|
-
|
-
|
-
|
3,958
|
-
|
3,958
|
|||||||||||||||||||||
Reverse acquisition
|
11,439
|
-
|
-
|
-
|
-
|
-
|
11,439
|
|||||||||||||||||||||
Issuance of shares and warrants, net
|
14,067
|
-
|
-
|
-
|
-
|
-
|
14,067
|
|||||||||||||||||||||
Exercise of options - Investors
|
2,753
|
-
|
-
|
-
|
-
|
-
|
2,753
|
|||||||||||||||||||||
Exercise of options - Share-Based Payment
|
342
|
-
|
-
|
-
|
(319
|
)
|
-
|
23
|
||||||||||||||||||||
Other comprehensive income )loss)
|
-
|
(334
|
)
|
-
|
758
|
-
|
-
|
424
|
||||||||||||||||||||
Loss for the period
|
-
|
-
|
-
|
-
|
-
|
(18,524
|
)
|
(18,524
|
)
|
|||||||||||||||||||
Balance as at December 31, 2020
|
30,481
|
(334
|
)
|
14
|
780
|
3,639
|
(18,949
|
)
|
15,631
|
|
|
Nine months
ended
September 30,
2021
|
Nine months
ended
September 30,
2020
|
Year ended
December 31,
2020
|
|||||||||||
|
|
USD thousands
|
USD thousands
|
USD thousands
|
|||||||||||
Cash flows - operating activities
|
|
|
|||||||||||||
Net Loss for the period
|
|
|
(11,738
|
)
|
(16,015
|
)
|
(18,524
|
)
|
|||||||
|
|
||||||||||||||
Adjustments:
|
|
|
|||||||||||||
Depreciation and amortization
|
|
|
479
|
130
|
213
|
||||||||||
Change in fair value of derivative
|
|
|
(312
|
)
|
(6
|
)
|
(36
|
)
|
|||||||
Change in fair value of other investment
|
6
|
(138
|
)
|
(48
|
)
|
(74
|
)
|
||||||||
Changes in net foreign exchange expenses
|
|
411
|
|||||||||||||
Share-based payment expenses
|
|
2,829
|
2,973
|
3,958
|
|||||||||||
Public listing expenses
|
|
-
|
10,164
|
10,164
|
|||||||||||
Changes in asset and liability items:
|
|
||||||||||||||
Decrease (increase) in receivables
|
|
(1,523
|
)
|
9
|
5
|
||||||||||
Increase (decrease) in trade payables
|
|
(309
|
)
|
(8
|
)
|
126
|
|||||||||
Increase (decrease) in other payables
|
|
682
|
142
|
336
|
|||||||||||
Net cash from (used in) operating activities
|
|
(9,619
|
)
|
(2,659
|
)
|
(3,832
|
)
|
||||||||
|
|||||||||||||||
Cash flows - investment activities
|
|
||||||||||||||
Acquisition of fixed assets
|
|
(1,124
|
)
|
(269
|
)
|
(681
|
)
|
||||||||
Decrease (increase) of restricted deposit
|
|
(337
|
)
|
(31
|
)
|
(6
|
)
|
||||||||
Loan provided
|
|
(367
|
)
|
||||||||||||
Acquisition of other investments, net of cash acquired
|
14
|
(5,685
|
)
|
-
|
(1,188
|
)
|
|||||||||
|
|||||||||||||||
Net cash used in investing activities
|
|
(7,513
|
)
|
(300
|
)
|
(1,875
|
)
|
||||||||
|
|||||||||||||||
Cash flows - financing activities
|
|
||||||||||||||
Proceeds from issuance of shares and warrants
|
|
27,143
|
7,750
|
14,887
|
|||||||||||
Issuance costs
|
|
(1,145
|
)
|
(366
|
)
|
(819
|
)
|
||||||||
Repayment of liability for lease
|
|
(222
|
)
|
(87
|
)
|
(140
|
)
|
||||||||
Proceeds on account of other investment
|
6 |
111
|
35
|
71
|
|||||||||||
Proceeds on account of capital issuance
|
|
-
|
222
|
222
|
|||||||||||
Proceeds with regard to derivative
|
|
-
|
151
|
348
|
|||||||||||
Proceeds from exercise of share options
|
|
3,196
|
2,407
|
2,776
|
|||||||||||
|
|||||||||||||||
Net cash from financing activities
|
|
29,083
|
10,112
|
17,345
|
|||||||||||
|
|||||||||||||||
Increase in cash and cash equivalents
|
|
11,951
|
7,153
|
11,638
|
|||||||||||
Effect of exchange differences on cash and cash equivalents
|
|
(66
|
)
|
(65
|
)
|
644
|
|||||||||
Cash and cash equivalents at the beginning of the period:
|
|
13,556
|
1,274
|
1,274
|
|||||||||||
|
|||||||||||||||
Cash balance and cash equivalents at end of period
|
|
25,441
|
8,362
|
13,556
|
|||||||||||
Non cash activities
|
|
||||||||||||||
Purchase of fixed assets
|
|
188
|
48
|
143
|
|||||||||||
Issue of shares and options against intangible asset
|
|
5,178
|
-
|
-
|
A. |
MeaTech 3D Ltd. (formerly Ophectra Real Estate and Investments Ltd. and Meat-Tech 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. The Company's official address is 18 Einstein Street, Ness Ziona, Israel.
|
B. |
In March 2020, the World Health Organization declared the coronavirus (COVID-19) outbreak a global pandemic. To date, the impact of the pandemic on the Company's operations has been mainly limited to a temporary facility closure in the context of a government-mandated general lockdown, which temporary delayed certain development activities. The Company estimates that as of the date of approval of the financial statements, the COVID-19 pandemic is not expected to affect the Company's operations. However, the Company is unable to assess with certainty the extent of future impact, in part due to the uncertainty regarding the duration of the COVID-19 pandemic, its force and its effects on the markets in which the Company operates and the effects of possible government measures to prevent the spread of the virus.
|
C. |
Definitions:
|
|
A. |
Statement of compliance with IFRS
|
B.
|
Use of estimates and judgments
|
C.
|
Functional currency and presentation currency
|
|
A. |
In February 2021, MeaTech finalized its acquisition of Peace of Meat BV, a Belgian producer of cultured avian products, for up to USD 19.9 million in cash and equity, depending on milestone achievement, see further details in Note 14.
|
|
B. |
In March 2021, the Company completed an initial public offering of ADS representing ordinary shares on the Nasdaq Capital Market, with aggregate gross proceeds of USD 28 million. For further details see Note 1(A).
|
September 30
|
December 31
|
|||||||
2021
|
2020
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Cash in USD
|
19,574
|
1,021
|
||||||
Cash in NIS
|
4,667
|
7,627
|
||||||
Cash in Euro
|
1,200
|
4,908
|
||||||
Total cash and cash equivalents
|
25,441
|
13,556
|
September 30
|
December 31
|
|||||||
2021
|
2020
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Institutions
|
571
|
102
|
||||||
Prepaid expenses
|
1,245
|
20
|
||||||
Other
|
74
|
9
|
||||||
1,890
|
131
|
Developments in Other investment
|
USD thousands
|
|||
As at January 1, 2021
|
2,662
|
|||
Initial investment in POM transferred to intangible asset
|
(1,223
|
)
|
||
Effect of changes in exchange rates
|
(25
|
)
|
||
Therapin investment as of January 1, 2021
|
1,414
|
|||
Proceeds from Therapin asset
|
(111
|
)
|
||
Profit from increase in fair value
|
138
|
|||
Effect of changes in exchange rates
|
(5
|
)
|
||
As at September 30, 2021(1)
|
1,436
|
|
(1) |
USD 149 thousand are classified as a current asset.
|
September 30
|
December 31
|
|||||||
2021
|
2020
|
|||||||
USD thousands
|
USD thousands
|
|||||||
Accrued expenses
|
418
|
263
|
||||||
Employee benefits
|
842
|
503
|
||||||
Contingent liability
|
217
|
217
|
||||||
Subsidiary government grant
|
266
|
0
|
||||||
Others
|
94
|
13
|
||||||
1,837
|
996
|
Thousands of
Ordinary Shares
September 30, 2021
|
||||
Issued and paid-in share capital as at January 1, 2021
|
79,866
|
|||
Exercise of share options during the period - Investor-related
|
3,010
|
|||
Exercise of share options during the period - Share-Based Payment-related
|
2,030
|
|||
Issued not - for cash during the period
|
10,822
|
|||
Issued for cash during the period
|
28,588
|
|||
Issued and paid-in share capital as at September 30, 2021
|
124,316
|
|||
Authorized share capital
|
1,000,000
|
Date of grant and eligible recipients
|
Terms of the instrument
|
No. of ordinary shares (thousands)
|
Vesting Conditions
|
Contractual duration of the instrument (years)
|
|||||
Options awarded to employees of the Company and subsidiaries on March 25, 2021
|
Options exercisable for ordinary shares without par value of the Company
|
2,600
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
|||||
RSUs awarded to directors on March 25, 2021
|
The RSUs vest automatically at no exercise price
|
90
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
|||||
Options awarded to employees of the Company and subsidiaries on April 19, 2021
|
Options exercisable for ordinary shares without par value of the Company
|
800
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
|||||
Options awarded to employees of the Company and subsidiaries on July 22, 2021
|
Options exercisable for ordinary shares without par value of the Company
|
1,362.5
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
|||||
RSUs awarded to directors on September 14, 2021
|
The RSUs vest automatically at no exercise price
|
287.5
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
|||||
Options awarded to board directors on September 14, 2021
|
Options exercisable for ordinary shares without par value of the Company
|
785.6
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
|||||
Options awarded to the deputy CEO on September 14, 2021
|
Options exercisable for ordinary shares without par value of the Company
|
250
|
1/3 after one year and the balance in 8 quarterly tranches
|
4 years
|
|||||
Total options/RSUs exercisable/vesting into shares granted in the period of nine months ended September 30, 2021
|
6,175.6
|
Options/RSUs
|
||
Fair value at date awarded
|
NIS 10.2 (USD 3.1) million
|
|
Parameters taken into account in the fair value calculation:
|
||
Share price (NIS at date awarded)
|
2.05-3.53
|
|
Exercise price (NIS unlinked)
|
0-3.68
|
|
Expected volatility (weighted average)
|
73.84%-82.42%
|
|
Expected useful life (weighted average)
|
4 years
|
|
Risk-free interest rate
|
0.23%-0.64%
|
|
Expected rate of dividend
|
0%
|
Nine months ended
September 30,
|
Nine months ended
September 30,
|
Year ended
December 31,
|
||||||||||
2021
|
2020
|
2020
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Salaries, wages and related expenses(1)
|
2,254
|
914
|
1,369
|
|||||||||
Share-based payment(1)
|
643
|
357
|
476
|
|||||||||
Materials
|
1,132
|
210
|
319
|
|||||||||
Professional services
|
236
|
79
|
89
|
|||||||||
Registration, drafting and filing of patents
|
0
|
15
|
25
|
|||||||||
Maintenance, office and software fees
|
106
|
101
|
116
|
|||||||||
Depreciation and amortization
|
262
|
20
|
59
|
|||||||||
D&O insurance
|
231
|
0
|
0
|
|||||||||
Others
|
64
|
7
|
38
|
|||||||||
Total Research and Development Expenses
|
4,928
|
1,703
|
2,491
|
Nine month ended
September 30,
|
Nine month ended
September 30,
|
Year ended
December 31,
|
||||||||||
2021
|
2020
|
2020
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Salaries, wages and related expenses
|
360
|
175
|
255
|
|||||||||
Share-based payment
|
84
|
108
|
139
|
|||||||||
PR and advertisement
|
386
|
27
|
91
|
|||||||||
Maintenance, office and software fees
|
16
|
10
|
13
|
|||||||||
Depreciation and amortization
|
12
|
2
|
3
|
|||||||||
Others
|
14
|
-
|
5
|
|||||||||
Total Marketing Expenses
|
872
|
322
|
506
|
Nine months ended
September 30,
|
Nine months ended
September 30,
|
Year ended
December 31,
|
||||||||||
2021
|
2020
|
2020
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Salaries, wages and related expenses(1)
|
897
|
340
|
556
|
|||||||||
Share-based payment(1)
|
2,102
|
2,508
|
3,343
|
|||||||||
Legal and professional services(1)
|
1,066
|
632
|
991
|
|||||||||
Contingent liability expenses
|
-
|
203
|
217
|
|||||||||
D&O insurance
|
1,266
|
-
|
-
|
|||||||||
Corporate costs
|
266
|
44
|
60
|
|||||||||
Maintenance, office and software fees
|
87
|
29
|
38
|
|||||||||
Depreciation and amortization
|
205
|
95
|
151
|
|||||||||
Others
|
72
|
8
|
24
|
|||||||||
Total General and Administrative Expenses
|
5,961
|
3,859
|
5,380
|
Nine months ended
September 30,
|
Nine months ended
September 30,
|
Year ended
December 31,
|
||||||||||
2021
|
2020
|
2020
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Financial Income
|
||||||||||||
Net change in fair value of financial instruments mandatorily measured at fair value through profit or loss
|
457
|
55
|
110
|
|||||||||
Financial Expenses
|
||||||||||||
Net foreign exchange loss
|
411
|
17
|
85
|
|||||||||
Interest expense on lease liabilities
|
13
|
2
|
5
|
|||||||||
Bank interest and commission expenses
|
10
|
3
|
3
|
|||||||||
Total Financial expenses
|
434
|
22
|
93
|
|||||||||
Net financing expenses (income) recognized in profit or loss
|
(23
|
)
|
(33
|
)
|
(17
|
)
|
USD thousands
|
||||
Cash consideration at closing date
|
4,799
|
|||
Initial cash investment in acquiree
|
1,223
|
|||
Equity instruments issued (4,070,766 ordinary shares) (1)
|
4,359
|
|||
Acquisition-related costs (2)
|
254
|
|||
Total consideration as of consolidation date
|
10,635
|
|||
Contingent consideration (3)
|
9,308
|
|||
Total consideration subject to achievement of all milestones
|
19,943
|
|
(1) |
Equity instruments issued
The fair value of the ordinary shares issued was based on the listed share price of the Group at February 10, 2021 of NIS 3.986 per share. |
|
(2) |
Acquisition-related costs
Including legal cost and finder's fee. |
|
(3) |
Contingent consideration
The company agreed to pay the selling shareholders and the finder an additional 4,070,766 rights to ordinary shares with a value of USD 4.4 million and cash consideration of USD 4.9 million upon the achievement of defined milestones related to Peace of Meat's biomass and bioreactor size, density, capacity and production. The acquisition agreement specified that each milestone must be reached within a six-month period, over a total of two years, which can be extended by up to nine additional months under circumstances set forth in the acquisition agreement. As of the date of approval of these financial statements, Peace of Meat had fully achieved the first such milestone, and partially achieved the second. |
Peace Of Meat condensed Balance Sheet
|
USD thousands
|
|||
Current assets
|
425
|
|||
Non-current assets
|
588
|
|||
Current liabilities
|
(578
|
)
|
||
Non-current liabilities
|
(16
|
)
|
||
Tangible assets net
|
419
|
Peace Of Meat initial consolidation effect
|
USD thousands
|
|||
Closing cash consideration
|
5,053
|
|||
Closing shares consideration
|
4,359
|
|||
Previous investment
|
1,223
|
|||
Tangible assets, net
|
(419
|
)
|
||
Net addition to balance sheet as of consolidation date
|
10,216
|
|||
Additional contributions post consolidation date according to milestone achievement:
|
||||
Cash consideration
|
837
|
|||
Payment liabilities
|
78
|
|||
Shares consideration
|
819
|
|||
Total
|
11,950
|
|||
FX rate effect
|
(588
|
)
|
||
Period end intangible asset balance
|
11,362
|
The aggregate cash flows for the Group as a result of the acquisition in the nine months ended September 30,2021
|
USD thousands
|
|||
Cash and cash equivalents paid
|
(5,053
|
)
|
||
Cash and cash equivalents of the subsidiary
|
205
|
|||
Cash consideration for milestone achievement during the period
|
(837
|
)
|
||
Net reduction of cash flow as of consolidation date
|
(5,685
|
)
|
|
A. |
In November 2020, the Israeli Securities Authority, or ISA, initiated an administrative proceeding claiming negligent misstatement regarding certain immediate and periodic reports published by the Company's predecessor (Ophectra) during the years 2017 and 2018, prior to the merger with MeaTech and prior to establishment of the settlement fund in connection with the Merger. In February 2021, the trustee of the settlement fund informed the Company that the ISA views the Company as a party to this proceeding, notwithstanding the settlement and establishment of the settlement fund. This proceeding is of an administrative nature and carries a potential penalty in the form of a monetary fine which, under applicable Israeli law, could be as high as NIS 5 million. In April 2021, following negotiations with the ISA, the Company agreed to settle the matter for $0.2 million (NIS 0.7 million), for which the Company recorded a provision. The settlement is subject to approval of the ISA's Enforcement Committee.
|
|
B. |
In February 2021, a civil claim was lodged against the settlement fund, relating to Ophectra's activities prior to establishment of the settlement fund, in an amount of USD $0.8 million (NIS 2.5 million). The Company believes that the probability is low of a final ruling against the settlement fund.
|
|
A. |
Balances with related parties
|
Nine months
ended
September 30,
|
Nine months
ended
September 30,
|
Year ended
December 31,
|
||||||||||
2021
|
2020
|
2020
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
Trade and other payables
|
138
|
113
|
117
|
|
B. |
Expense amounts with respect to related parties
|
Nine months
ended
September 30,
|
Nine months
ended
September 30,
|
Year ended
December 31,
|
||||||||||
2021
|
2020
|
2020
|
||||||||||
USD thousands
|
USD thousands
|
USD thousands
|
||||||||||
General and administrative expenses
|
||||||||||||
Salaries, wages and related expenses
|
360
|
278
|
316
|
|||||||||
Legal and professional services
|
208
|
280
|
281
|
|||||||||
Share-based payments
|
533
|
371
|
488
|
|||||||||
Research & Development expenses
|
||||||||||||
Salaries, wages and related
|
205
|
120
|
121
|
|||||||||
Share-based payments
|
55
|
25
|
64
|
|
1. |
Key Management Personnel
|
|
2. |
Directors
The Company recognizes its directors as related parties. Mr. Steve H. Lavin was appointed as active chairman of the Company's board of directors and he is entitled to annual monetary compensation of USD 0.2 million as well as share-based compensation. |
MeaTech 3D Ltd.
|
|||
By:
|
/s/ Sharon Fima
|
||
Name: Sharon Fima
|
|||
Title: Chief Executive Officer, Chief
Technology Officer and Director
|