Interim / Quarterly Report • Sep 18, 2025
Interim / Quarterly Report
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INTERIM FINANCIAL INFORMATION (Unaudited) AS OF JUNE 30, 2025
| Page | |
|---|---|
| AUDITORS' REVIEW REPORT | 2 |
| CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION - IN NEW ISRAELI SHEKELS (NIS): |
|
| Condensed consolidated statement of financial position | 3 |
| Condensed consolidated statement of income and comprehensive income | 4 |
| Condensed consolidated statement of changes in equity | 5 |
| Condensed consolidated statement of cash flows | 6 |
| Notes to the condensed consolidated financial information | 7-12 |

We have reviewed the attached financial information of SavorEat Ltd. (hereinafter - the Company), which is comprised of the condensed consolidated statement of financial position as of June 30, 2025 and the condensed consolidated statements of comprehensive income, changes in equity and cash flows for the sixmonth period ended on that date. The Board of Directors and management are responsible for the preparation and presentation of the financial information for this interim period in accordance with the provisions of IAS 34 "Interim Financial Reporting" and are responsible for presentation of the financial information for this interim period in accordance with Chapter D to the Securities Regulations (Periodic and Immediate Reports), 1970. Our responsibility is to express a conclusion with respect to the financial information for this interim period, based on our review.
Our review was conducted in accordance with the provisions of Review Standard (Israel) 2410 of the Institute of Certified Public Accountants in Israel concerning 'Review of financial information for interim periods undertaken by the entity's auditor.' A review of financial information for interim periods consists of making enquiries, in particular, of those officials responsible for financial and accounting matters, and of the application of analytical and other review procedures. A review is substantially lesser in scope than an audit conducted in accordance with auditing standards generally accepted in Israel and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the above financial information is not prepared, in all material respects, in accordance with IAS 34.
Further to the preceding paragraph, based on our review, nothing has come to our attention that causes us to believe that the above financial information is not in compliance, in all material respects, with the disclosure provisions in Chapter D of Israel Security Regulations (Periodic and Immediate Reports), 1970.
Without qualifying our conclusion above, we draw attention to note 1g to the financial statements which describes that the Company is in research and development stages, and therefore, has not yet generated revenue, has accumulated losses and negative cash flows in light of development and ongoing activity since its date of incorporation and will require additional financing resources to continue its activity, the obtaining of which is uncertain. Those factors cast significant doubt on the Company's ability to continue as a going concern. Management plans in relation to those matters are presented in note 1g. These financial statements do not include any adjustments relating to the values and classification of asset and liabilities that might be necessary should the Company be unable to continue as a going concern.
Tel-Aviv, Israel Kesselman & Kesselman August 26, 2025 Certified Public Accountants (lsr.) A member firm of PricewaterhouseCoopers International Limited
| As of June 30 | As of December 31, |
|||
|---|---|---|---|---|
| 2025 | 2024 | 2024 | ||
| (Unaudited) | ||||
| NIS in thousands | (Audited) | |||
| A s s e t s | ||||
| CURRENT ASSETS: | ||||
| Cash and cash equivalents | 5,947 | 14,280 | 10,854 | |
| Restricted deposits | 150 | 146 | 149 | |
| Short-term deposits | 129 | - | - | |
| Other receivables | - | 206 | 303 | |
| 6,226 | 14,632 | 11,306 | ||
| NON-CURRENT ASSETS: | ||||
| Property, plant and equipment, net | 423 | 519 | 472 | |
| Right-of-use asset | - | 225 | - | |
| Restricted deposits | - | - | ||
| 423 | 744 | 472 | ||
| Total assets | 6,649 | 15,376 | 11,778 | |
| Liabilities and equity | ||||
| CURRENT LIABILITIES: | 718 | |||
| Accounts payable and accruals | 122 | 838 | 804 | |
| Trade payables | - | 309 | - | |
| Current maturities on lease liabilities | - | 237 | 349 | |
| 840 | 1,384 | 1,153 | ||
| EQUITY: | ||||
| Ordinary share capital | 23 | 22 | 23 | |
| Share premium | 68,221 | 64,665 | 67,362 | |
| Capital reserve | 5,236 | 6,749 | 5,989 | |
| Accumulated loss | )67,671( | (57,444) | )62,749( | |
| Total equity | 5,809 | 13,992 | 10,625 | |
| 11,778 | ||||
| Total liabilities and equity | 6,649 | 15,376 | 11,778 | |
Date of approval of the financial information: August 26, 2025.
Oded Shoseyov Chairman of the Board
Racheli Vizman Chief Executive Officer
Yossi Hatan Chief Financial Officer
| Six months ended June 30 |
Year ended December 31 |
|||
|---|---|---|---|---|
| 2025 | 2024 | 2024 | ||
| (Unaudited) | (Audited) | |||
| NIS in thousands | ||||
| Research and development expenses, net | )3,033( | )4,527( | )8,379( | |
| Administrative and general expenses | )1,322( | (1,377) | )2,711( | |
| Marketing expenses | )205( | (129) | )195( | |
| Operating loss | )4,560( | (6,033) | )11,285( | |
| Finance income | 153 | 666 | - | |
| Finance expenses | )515( | (32) | 634 | |
| Loss from decrease in ownership interest, and share in losses of associate accounted for using the equity method |
- | - | )53( | |
| Loss and comprehensive loss | )4,922( | (5,399) | )10,704( | |
| Loss per share (NIS) Basic loss per share Diluted loss per share |
)2.09( )2.09( |
(2.46) (2.46) |
)4.78( )4.78( |
| Share | Share | Capital | Accumulated | |||
|---|---|---|---|---|---|---|
| capital | premium | reserve | loss | Total | ||
| NIS in thousands | ||||||
| Balance as of January 1, 2025 | ||||||
| (audited) | 23 | 67,362 | 5,989 | )62,749( | 10,625 | |
| Change during six-month period ended June 30, 2025 (unaudited): |
||||||
| Exercise of warrants into shares | * | 848 | )837( | - | 11 | |
| Expiration of employee stock options | 11 | (11) | - | - | ||
| Share-based payment | - | - | 95 | - | 95 | |
| Loss | (4,922) | (4,922) | ||||
| Balance as of June 30, 2025 | ||||||
| (unaudited) | 23 | 68,211 | 5,236 | (67,671) | 5,809 | |
| Balance as of January 1, 2024 (audited) Change during six-month |
22 | 64,665 | 6,523 | (52,045) | 19,165 | |
| period ended June 30, 2024 (unaudited): |
||||||
| Share-based payment | - | - | 226 | - | 226 | |
| Loss | - | - | - | (5,399) | (5,399) | |
| Balance as of June 30, 2024 (unaudited) |
22 | 64,665 | 6,749 | (57,444) | 13,992 | |
| Balance as of January 1, 2024 | ||||||
| (audited) | 22 | 64,665 | 6,523 | (52,045) | 19,165 | |
| Change during 2024: | ||||||
| Issue of shares and warrants, net | 1 | 1,827 | - | - | 1,828 | |
| Expiry of employee options | - | 870 | )870( | - | - | |
| Share-based payment | - | - | 336 | - | 336 | |
| Loss | - | - | - | )10,704( | )10,704( | |
| Balance as of December 31, | ||||||
| 2024 (audited) | 23 | 67,362 | 5,989 | )62,749( | 10,625 |
*Represents an amount of less than NIS 1,000
| Six months ended June 30 |
Year ended December 31 |
|||
|---|---|---|---|---|
| 2025 | 2024 | 2024 | ||
| (Unaudited) | (Audited) | |||
| NIS in thousands | ||||
| Cash flows from operating activity: | ||||
| Net loss | )4,922( | (5,399) | )10,704( | |
| Adjustments required to present cash flows from | ||||
| operating activity | ||||
| Adjustments to profit and loss items: | ||||
| Depreciation and amortization | 48 | 301 | 584 | |
| Finance income | )1( | )233( | )49( | |
| Finance expenses | 495 | 27 | 154 | |
| Share-based payment | 95 | 226 | 336 | |
| Decrease in ownership interest, and share in losses of | ||||
| associate accounted for using the equity method | - | - | ||
| 637 | 321 | 1,025 | ||
| Change in operating asset and operating liability items: | ||||
| Increase (decrease) in accounts payable | )86( | 56 | 22 | |
| Increase in other receivables | 174 | 98 | - | |
| Increase (decrease) in trade payables | )227( | (60) | )20( | |
| )139( | 94 | 2 | ||
| Total adjustments | 498 | 415 | 1,027 | |
| Interest paid in cash | - | (21) | )29( | |
| Net cash used in operating activity | )4,424( | (5,005) | )9,706( | |
| Cash flows from investing activity: | ||||
| Maturity (creation) of deposit | - | 5,102 | 5,102 | |
| Proceeds from disposal of property, plant and | ||||
| equipment | - | 5 | 5 | |
| Acquisition of property, plant and equipment | - | )9( | )21( | |
| Net cash provided by (used in) investing activity | - | 5,098 | 5,086 | |
| Cash flows from financing activity: | ||||
| Consideration from issue of shares and warrants, net | - | - | 1,828 | |
| Proceeds from exercise of warrants | 11 | - | - | |
| Principal payment on leases | - | (220) | )466( | |
| Net cash used in financing activity | 11 | (220) | 1,362 | |
| Decrease in cash and cash equivalents | )4,413( | (127) | )3,258( | |
| Foreign exchange on cash and cash equivalents | )494( | 339 | 44 | |
| Balance of cash and cash equivalents at | ||||
| beginning of the period | 10,854 | 14,068 | 14,068 | |
| Balance of cash and cash equivalents at end of | ||||
| the period | 5,947 | 14,280 | 10,854 |
According to a resolution of the Company's board of directors, the Company adopted and has been implementing the practical expedients put in place by sections 5(d)(b)(1)-(6) of the Regulations (to the extent such implementation is relevant or may be relevant to the Company in the reported period), providing as follows:
In this financial information:
The Company - SavorEat Ltd.
Related parties - As defined by IAS 24.
In August 2025, following the approval of the Company's Board of Directors, the Company expanded and intensified its restructuring plans. As part of this expansion, the Company implemented a significant reduction in its workforce, leaving only a minimal core team. This team is tasked with pursuing the continued marketing of the Chef Robot, within the constraints of its limited capacity, through certain of the Company's existing business channels. The objective is to secure commercial engagements and/or material sales/leasing contracts that would allow the continuation of the Company's operations. In parallel, the team will pursue a merger or sale of the Company's business and technology and/or the achievement of a strategic commercialization transaction and/or investment in the Company's technology or operations, at the maximum value attainable, for the benefit of the Company's shareholders. Such measures are intended to ensure the continuation of the Company's activities over the longer term and to preserve its commercial capabilities.
g. The Company is in research and development stages, has not yet generated revenue from its activity, and is dependent on additional financial resources that are required to continue its research and development activity and the obtaining of which is uncertain. As of June 30, 2025, the Company has accumulated a loss of NIS 67,671 thousand and negative cash flows from operating activity in the six-month period then ended at NIS 4,424 thousand. Management projects that the Company will continue to accumulate operating losses from its future operations, which will result in negative cash flows from operating activities. Those factors cast significant doubt on the Company's ability to continue as a going concern. Management plans, whose completion is not under control of the Company, include raising debt or additional capital.
The financial statements do not include any adjustments relating to the values and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
h. On October 7, 2023, the State of Israel was attacked in a surprise assault by terrorist organizations from the Gaza Strip, following which the Government of Israel declared the "Iron Swords" war, which is still ongoing. As part of the Iron Swords war, on June 13, 2025, a direct military confrontation occurred between Israel and Iran, lasting 12 days. The confrontation began with a surprise Israeli operation against Iran, which included targeted strikes and attacks on nuclear facilities and ballistic missile sites, under the codename "Am Kal-Lavi." The ongoing confrontation on multiple fronts, in particular the continued fighting in Gaza and the escalation with Iran and its proxies such as the Houthis, is having an impact on the Israeli economy. Against this backdrop, and given the continued fighting, the high level of uncertainty, as well as the U.S. administration's tariff program, the Monetary Committee decided, in all of its resolutions during the first half of 2025, to maintain the interest rate unchanged at 4.5%.
The Company is assessing the potential impact of the war on its business operations. As of the date of approval of these financial statements, all of the Company's operations are functioning regularly and there has been no material direct impact of the war on its activities. The Company does not currently expect a material effect on its business operations; however, there is no certainty that the war should intensify or expand to additional fronts. Any further deterioration in the security situation and an economic slowdown could have an adverse effect on the Company's ability to raise capital and on the willingness of foreign counterparties to engage with Israeli companies.
AS OF JUNE 30, 2025
(Unaudited)
The interim condensed consolidated financial information of the Group as of June 30, 2024 and for the six-month period then ended (hereinafter – the "Interim Financial Information") was prepared in accordance with IAS 34 "Interim Financial Reporting", including the additional disclosure required by Chapter D of Securities Regulation (Periodic and Immediate Reports), 1970. The Interim Financial Information does not include all information and disclosure required in annual financial statements. The Interim Financial Information should be read in conjunction with the 2024 annual financial statements and the accompanying notes, which were prepared in accordance with International Financial Reporting Standards, which are standards and interpretations issued by the International Accounting Standards Board. (hereinafter – "IFRS") and include the additional disclosure required by Chapter D of Securities Regulation (Annual Financial Statements), 2010. The Company's results of operations for the six-month period ended June 30, 2025 do not necessarily indicate the results to be expected in the year ended December 31, 2025.
The preparation of interim financial information requires management to make judgment and use accounting estimates and assumptions that affect application of the Company's accounting policy and the reported amounts of assets and liabilities, income and expenses items. Note that actual results may differ from those estimates.
When formulating the accounting estimates used in this condensed interim financial information, the significant judgment used by management in implementing the Company's accounting policies and the uncertainty involved in the key sources of the estimates were identical to those in the annual financial statements of the Company for the year ended December 31, 2024.
Basic losses per share are calculated by dividing the net loss attributable to shareholders by the weighted average number of ordinary shares outstanding.
Diluted loss per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has share options. A calculation is performed to determine the number of shares that could have been acquired at fair value based on the monetary value of unexercised options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options.
| Six months ended June 30 |
Year ended December 31, |
||||
|---|---|---|---|---|---|
| 2025 | 2024 | 2024 | |||
| (Unaudited) | (Audited) | ||||
| NIS in thousands | |||||
| Loss for the period | )4,922( | (5,399) | )10,704( | ||
| Weighted average of number of issued ordinary shares |
2,350,290 | 2,193,290 | 2,237,676 | ||
| Basic and diluted loss per share (NIS) |
)2.09( | (2.46) | )4.78( |
On October 6, 2021, the Company and Egg'N'up Ltd (which was created by the Company for the purposes of that agreement) entered into an agreement with Millennium Food-Tech Limited Partnership – an interested party of the Company by virtue of its holdings (hereinafter - "Millenium") – for investment in a plantbased egg substitute that the Company developed that proprietary cellulose fibers.
The main goal of engaging in this agreement is to allow the Company's management team to continue focus on development of the main product, i.e. plant-based meat substitutes produced by a proprietary, unique and advanced digital system, while taking advantage of this business opportunity and continuing development of the egg substitute by Egg'N'up Ltd.
To achieve that , the Company transferred to Egg'N'up Ltd the knowhow and technology for manufacturing of an egg substitute, including a right to engage with Yissum Research Development Co of Hebrew University of Jerusalem in consideration of an allotment of shares. The agreement includes reference to additional matters, such as adoption of capital-based compensation plan, ownership over the intellectual property to be developed by Egg'N'up Ltd., sublicense granted by the Company to Egg'N'up Ltd to facilitate the continued development of the new product, a mechanism for the provision of raw material by the Company to Egg'N'up, and the royalties to be paid to the Company when the product is sold and/or sublicense are granted, indemnification, etc.
Under the investment agreement, Millennium received preferred shares that give it the right to participate in decision making regarding activities that have material impact on the returns of Egg'N'up. Therefore, this investment is accounted for according to the equity method (in light of equity interest and board representation).
The balance of investment in Egg'N'up as of June 30, 2025 is zero, since the share of the Company in the losses of Egg'N'up exceeds its rights therein, and the Company does not have a legal or constructive obligation in connection to its investment.
AS OF JUNE 30, 2025
(Unaudited)
On March 26, 2023, the Board of Directors approved an amendment to the engagement agreements with the CEO and Chairman, and to update the terms of service of another director. The amendment reduced their salary by approximately 25%, and this reduction will be repaid to them in the occurrence of certain events, with an option for interest and inflation linkage. This reduction is effectively beginning on January 1, 2023.
On June 25, 2024, the Board of Directors approved the renewal of the above engagement agreements for the period from April 2024 to the end of 2025.
As of the date of the statement of financial position and the date of issuing these financial statements, the Company is unaware that the condition for the occurrence of the certain events have been satisfied, and therefore, did not create a provision in its financial statements.
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