What changed in this filing

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Item 1. Business

2023-03-21 compared with 2022-03-17 · 299 added, 238 removed, 296 unchanged (64% of the section changed)

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on October 25, 2019.

The principal corporate office of MMI is located at 2600 South Shore Blvd., Suite 300, League City, Texas, 77573,

and the telephone number at that location is (682)708-8250.

Our website address is https://www.musclemakergrill.com .

The principal corporate office of MMI is located at 1751 River Run, Suite 200, Fort Worth, Texas, 76107, and the

telephone number at that location is (832) 604-9568.

Our website address is https://www.ir.musclemakergrill.com .

together with its subsidiaries, is referred to in this Form 10-K annual report (“Form 10-K”) as the Company.

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is our parent company.

Through our subsidiaries, we operate within the global food-supply chain, in an effort to integrate

capabilities and create a sustainable and innovative company, that enhances the social, environmental and financial value to our

We own and operate three unique “healthier for you” restaurant concepts within our portfolio of companies:

Muscle Maker Grill restaurants, SuperFit Foods meal prep and Pokemoto Hawaiian Poke restaurants.

Our Company was founded on the

belief of taking every-day menu options and converting them into “healthier for you” menu choices.

Consumers are demanding

healthier choices, customization, flavor and convenience.

We believe our portfolio of companies directly satisfy these consumer needs.

We focus on lean proteins, fresh fruits and vegetables, proprietary sauces, whole grains and various other items like protein shakes,

meal plans, specialty drinks and super foods.

Each of our three concepts offers different menus that are tailored to specific consumer

We operate in the fast-casual and meal prep segments of the restaurant industry.

We believe our “healthier for you”

inspired concepts deliver a highly differentiated customer experience.

Muscle Maker Grill restaurants, SuperFit Foods meal prep and Pokemoto Hawaiian Poke restaurants (“Restaurant Division”).

Our Company was founded on the belief of taking every-day menu options and converting them into “healthier for you” menu

Consumers are demanding healthier choices, customization, flavor and convenience.

We believe our portfolio of companies

directly satisfy these consumer needs.

We focus on lean proteins, fresh fruits and vegetables, proprietary sauces, whole grains and

various other items like protein shakes, meal plans, specialty drinks and super foods.

Each of our three concepts offers different

menus that are tailored to specific consumer segments.

We operate in the fast-casual and meal prep segments of the restaurant

We believe our “healthier for you” inspired concepts deliver a highly differentiated customer

also own and operate Sadot LLC (“Sadot”), a wholesaling food business, which engages in the purchase and sale of physical

food commodities.

The goal of Sadot is to launch Muscle Maker into a new era by creating a comprehensive, global food company that stretches

from sustainable farming, agricultural commodity shipping and trading, distribution, productions and ultimately reaches consumers through

the restaurant, franchise and meal prep companies.

Maker Grill Restaurants (“Muscle Maker Grill”):

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all meals for distribution to consumers twice per week.

While other meal plan companies ship meals directly to consumer’s homes,

the SuperFit Foods model uses Company-owned coolers placed at designated pick-up locations throughout the Jacksonville, Florida market.

Pick up locations are placed inside wellness centers such as gyms, yoga studios, and various lifestyle locations.

SuperFit Foods

delivers twice per week by independent contractors to these locations and consumers conveniently pick up their orders after their workouts

or during their daily routines.

This model allows us to keep food fresh and refrigerated (even in the summer months), reduces shipping

costs to consumers and provides an easier distribution model for the Company.

While we do offer direct shipment to homes, this represents

a small percentage of overall Company revenue.

As the lockdowns and restrictions from Covid are reducing, we believe our distribution

model becomes even more attractive for consumers.

All meals are packaged in a temperature-controlled facility for food safety and

quality controls.

While other meal plan companies ship meals directly to consumer’s homes, the SuperFit Foods model uses Company-owned

coolers placed at designated pick-up locations throughout the Jacksonville, Florida market.

Pick up locations are placed inside wellness

centers such as gyms, yoga studios and various lifestyle locations.

SuperFit Foods delivers twice per week by independent contractors

to these locations and consumers conveniently pick up their orders after their workouts or during their daily routines.

This model allows

us to keep food fresh and refrigerated (even in the summer months), reduces shipping costs to consumers and provides an easier distribution

model for the Company.

While we do offer direct shipment to homes, this represents a small percentage of overall Company revenue.

Hawaiian Poke restaurants (“Pokemoto”):

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This consisted of purchasing

PKM Stamford, LLC, Poke Co., LLC, LB Holdings LLC, and TNB Holdings, LLC, Poke Co Holdings LLC, GLL Enterprises, LLC, and TNB Holdings

II, LLC, each a Connecticut limited liability company (collectively, Pokemoto”).

Pokemoto restaurants are fast casual style restaurants

that specialize in Hawaiian inspired poke bowls, wraps and salads.

Poke is native Hawaiian cuisine made up of diced fresh fish served

as an appetizer or main course with strong influences of Japanese and Korean cuisine.

Think of it as deconstructed sushi that a consumer

can customize into a bowl, salad or wrap every time.

Hawaiian Poke is trending in the restaurant industry.

It is a unique segment that

is healthy, customizable, popular with millennials and Gen-Zs, offers unique flavor profiles and is “Instagrammable.”

PKM Stamford LLC, Poke Co, LLC, LB Holdings LLC, and TNB Holdings LLC, Poke Co Holdings LLC, GLL Enterprises LLC, and TNB Holdings II,

LLC, each a Connecticut limited liability company (collectively, Pokemoto”).

Pokemoto Orange Park FL LLC and Pokemoto Kansas LLC

(included in “Pokemoto”) were formed in 2022 for the purposes of developing new corporate Pokemoto stores.

Pokemoto restaurants

are fast-casual style restaurants that specialize in Hawaiian inspired poke bowls, wraps and salads.

Poke is native Hawaiian cuisine

made up of diced fresh fish served as an appetizer or main course with strong influences of Japanese and Korean cuisine.

as deconstructed sushi that a consumer can customize into a bowl, salad or wrap every time.

Hawaiian Poke is trending in the restaurant

It is a unique segment that is healthy, customizable, popular with millennials and Gen-Zs, offers unique flavor profiles and

is “Instagrammable.”

offers consumers the possibility to customize their order every time.

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or Subway customer interaction and operations) customizing their bowl from a wide selection of ingredients.

Pokemoto offers five types

of protein including sushi grade tuna, salmon, chicken, shrimp or tofu.

Consumers pick a base of white/brown rice or salad, select from

over 25 mix-ins/toppings including avocado, kani salad, pickled daikon, hijiki seaweed, masago, caviar, mandarin oranges, edamame, mango,

roasted cashews or wonton crisps to name a few and topped off with over eight proprietary sauces that are made in house daily.

gets mixed together creating a flavor explosion that is customized for every consumer.

Pokemoto offers six types

of protein including sushi grade tuna, salmon, chicken, shrimp, lobster seafood salad or tofu.

Consumers pick a base of white/brown rice

or salad, select from over 25 mix-ins/toppings including avocado, kani salad, pickled daikon, hijiki seaweed, masago, caviar, mandarin

oranges, edamame, mango, roasted cashews or wonton crisps to name a few and topped off with over eight proprietary sauces that are made

All this gets mixed together creating a flavor explosion that is customized for every consumer.

In select locations, we offer

Boba tea in a variety of flavors.

requires little to no cooking.

Everything is either raw (tuna, salmon, veggies and fruits) or comes in pre-cooked (chicken and shrimp).

The only cooking we do is soup and rice.

The only cooking we do is preparing soup and rice.

It’s that simple.

Because we have little cooking and consumers customize their orders,

our labor requirements compared to most restaurants may be reduced.

Because we have little cooking and consumers customize their

orders, our labor requirements compared to most restaurants may be reduced.

In addition, we believe training becomes much easier when

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do not require expensive hoods, fire suppression systems, deep fryers, grills, ovens, etc.

making the potential cost of building

out a location very favorable.

making the potential cost of building out

a location more favorable when compared to a traditional restaurant.

Sadot was formed on October 19, 2022, in Delaware and is a wholly owned subsidiary of MMI.

Sadot is focused on international

Agri-food commodity shipping, farming, sourcing and production of key ingredients such as soy meal, corn, wheat, food oils, etc.

shipment contains 25,000 to 75,000 metric tons of product, although some transactions can be smaller.

Sadot was formed as part of the

Company’s diversification strategy while still remaining within the overall food industry.

Maker Grill and Pokemoto restaurants operate within the Limited-Service Restaurant, or LSR, segment, of the United States restaurant

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needs like keto, vegetarian, high protein, low sugars, etc.

SuperFit Foods offers over 150 different meal plan options to choose

from as well as various healthy juices, snacks and desserts.

expect that the upward trend towards healthier eating will attract and increase consumer demand for fresh and healthier menu options,

which may lead to a positive impact on our sales.

strategy is clear and concentrates on expansion through franchising.

However, in order to “seed” new markets for franchising

we may open Company-owned and operated locations in key markets.

believe franchising is the future of this Company.

This strategy uses the franchising experience of the management team with the goal

of expanding more quickly.

We believe franchising is a great model as it has the potential to propel growth without our Company having

to spend its capital on Company-owned brick and mortar locations.

SuperFit Foods offers over 150 different meal plan options to choose from

as well as various healthy juices, snacks and desserts.

operates within the international food commodity shipping, sourcing, farming and production segment of the overall food supply chain

Our current primary focus is on shipping food commodity items such as soy meal, corn and wheat between countries via cargo

These shipments provide raw materials and ingredients to various food manufacturers as part of the overall food supply chain.

strategy for the restaurant division concentrates on expansion through franchising.

However, in order to “seed” new markets

for franchising we may open Company-owned and operated locations in key markets.

believe franchising is the future of the restaurant division.

This strategy uses the franchising experience of the management team with

the goal of expanding more quickly.

We believe franchising has the potential to propel growth without our Company having to spend its

capital on Company-owned brick and mortar locations.

franchising efforts will continue to be concentrated on expanding the Pokemoto brand.

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Pokemoto with the goal of playing this role.

Pokemoto franchising is the focus, we will also open Company-owned Pokemoto locations strategically placed in key markets where

we are focusing our franchising efforts.

Pokemoto franchising is the focus, we will also open Company-owned Pokemoto locations strategically placed in key markets where we are

focusing our franchising efforts.

Franchisee prospects need to experience Pokemoto locally versus having to travel long distances.

This approach is critical to selling franchises.

approach is critical to selling franchises.

Each Company location should be considered as “seeding” the market.

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such as Fort Sill, Fort Bliss and Fort Benning, as well as franchise locations in Texas, Washington and California.

we have locations open in Kuwait.

Our Kuwaiti partner performs all operational support, training, distribution and manufacturing of various

proprietary items that are used to supply their locations.

In addition, we have

locations open in Kuwait.

Our Kuwaiti partner performs all operational support, training, distribution and manufacturing of various proprietary

items that are used to supply their locations.

Comparable Restaurant Sales.

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Strategy and Evolution:

We will continue to adapt our menu to create entrees that complement our healthy-inspired offerings and that

reinforce our differentiated fast casual positioning.

We believe we have opportunities for menu innovation as we look to provide customers

more choices through customization and limited time only alternative proteins, recipes and other healthy-inspired ingredients.

Our marketing

and operations teams collaborate to ensure that the items developed in our test stores can be executed to our high standards in our restaurants

with the speed and value that our customers have come to expect.

To provide added variety, from time to time we introduce limited time

offerings at MMG and SFF.

Pokemoto, due to being highly customizable, will offer new proteins, sauces and other ingredients allowing

consumers to try different flavor combinations.

We will continue to adapt our menu to create entrées that complement our healthy-inspired

offerings and that reinforce our differentiated fast-casual positioning.

We believe we have opportunities for menu innovation as we

look to provide customers more choices through customization and limited time only alternative proteins, recipes and other

healthy-inspired ingredients.

Our marketing and operations teams collaborate to ensure that the items developed in our test stores

can be executed to our high standards in our restaurants with the speed and value that our customers have come to expect.

added variety, from time to time we introduce limited time offerings at Muscle Marker Grill, (“MMG”) and SuperFit Foods, (“SFF”) and Pokemoto, due to being

highly customizable, will offer new proteins, sauces and other ingredients allowing consumers to try different flavor

combinations.

New Customers Through Expanded Brand Awareness:

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We believe our various brands have the ability to adjust our business strategy to accommodate these consumer trends.

2020 and 2021, the Company expanded its delivery services through third-party delivery companies such as Uber Eats, GrubHub, DoorDash

to Grow Dayparts:

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offers online ordering, delivery and pick up while also providing an in-store kiosk where customers can place their orders versus waiting

Snackpass offers consumers the ability to earn game tokens for each order which can be used to play the Snackpass loyalty

program game.

The Company uses this partnership as an alternative to traditional loyalty programs and represents, in some locations,

a significant portion of restaurant sales generated through this partnership.

Snackpass offers consumers the ability to earn game tokens for each order which can be used to play the Snackpass loyalty program

The Company uses this partnership as an alternative to traditional loyalty programs and represents, in some locations, a significant

portion of restaurant sales generated through this partnership.

strategy for Sadot is to own and operate, a wholesaling food business, focusing on international food commodity shipping, farming, sourcing

and production of key ingredients such as soy meal, corn, wheat, food oils, etc.

The goal of Sadot is to launch Muscle Maker into a new

era by creating a comprehensive, global food company that stretches from sustainable farming, agricultural commodity shipping and trading,

distribution, productions and ultimately reaches consumers through the restaurant, franchise and meal prep companies.

was formed as part of our diversification strategy while still remaining within the overall food industry.

We aim implement this strategy through product and process innovations, supply chain commitments, and a strategic approach to operational excellence with a focus

on increasing the volume and enhancing the efficiency of our global operations.

and Unique Concept:

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partners to our system and increasing the number of corporate-owned locations.

We currently have approximately $15 million in working

capital to deploy against this strategy and have begun executing against this plan.

We have already signed 31 franchise agreements

and opened six new locations over the last few months with three additional locations under construction.

Our corporate-owned restaurants

will focus on an expansion in non-traditional locations such as military bases, universities and ghost kitchens, highly concentrated

business and resident demographical areas while also offering direct to consumer pre-made meal prep/plan offerings to consumers within

the Jacksonville, Florida market via SuperFit Foods or a 250-mile radius around certain locations through direct to home deliveries.

We have already signed 60 franchise agreements and opened

13 new locations since August of 2022.

Our corporate-owned restaurants will focus on creating Pokemoto/Muscle Maker combo units where

In addition to creating Pokemoto seed locations in key markets to supplement our franchise sales efforts while also offering

direct to consumer pre-made meal prep/plan offerings to consumers within the Jacksonville, Florida market via SuperFit Foods.

Healthier Menu :

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proprietary sauces and fat free or zero-carb dressings to enhance our unique flavor profiles.

Our open style kitchen at Muscle Maker

Grill restaurants allows guests to experience our preparation and cooking methods such as an open flame grill and sauté.

to our healthy-inspired and diverse food platform, we offer 100% real fruit smoothies, boosters and proprietary protein shakes as well

as retail supplements.

While our Pokemoto concept offers consumers the possibility to customize their meal every time.

Consumers move

down a linear production line similar to Chipotle or Subway choosing their toppings with a modern twist including tofu, chicken, salmon,

shrimp and sushi grade tuna.

In addition to our healthy-inspired and

diverse food platform, we offer 100% real fruit smoothies, boosters and proprietary protein shakes as well as retail supplements.

our Pokemoto concept offers consumers the possibility to customize their meal every time.

Consumers move down a linear production line

similar to Chipotle or Subway choosing their toppings with a modern twist including tofu, chicken, salmon, shrimp, lobster seafood salad,

and sushi grade tuna.

Pokemoto also offers a variety of flavors of Boba Teas.

Company prides itself on making healthy-inspired versions of the guest’s favorite food, giving them easy access to the food they

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roasted cashews or wonton crisps to name a few and topped off with over eight proprietary sauces that are made in house.

gets mixed up together creating a flavor explosion that is customizable for each customer.

All this gets

mixed up together creating a flavor explosion that is customizable for each customer.

Delivery is an option through our online ordering platform or third-party delivery apps making it easy and convenient for our guests.

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wellness or lifestyle facilities where consumers conveniently pick up their orders after their workouts or during their daily routines.

To make healthy-inspired eating even easier, Muscle Maker Grill’s healthy-inspired menu items

are available through our Meal Prep/Plan program, allowing pre-orders of meals via phone, online or in-store, available for pick up or

delivered right to their door.

Available as five, 10, 15 or 20 meals, guests can choose from over 40 Muscle Maker Grill menu items for

With the partnership with Happy Meal Prep, Muscle Maker Grill is now able to ship meals direct to consumers within a 250-mile

radius of participating locations.

Foods consists of pre-made, ready-to-eat meals that focus on specific dietary needs like keto, vegetarian, high protein low sugars, etc.

To make healthy-inspired eating even easier, Muscle Maker Grill’s healthy-inspired menu items are available through

our Meal Prep/Plan program, allowing pre-orders of meals via phone, online or in-store, available for pick up or delivered right to their

Available as 5, 10, 15, or 20 meals, guests can choose from over 40 Muscle Maker Grill menu items for each meal.

Foods consists of pre-made, ready-to-eat meals that focus on specific dietary needs like keto, vegetarian, high protein, low sugars,

SuperFit Foods offers over 150 different meal options to choose from as well as various healthy juices, snacks and desserts.

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card information and have over 150 options to choose from.

Guests can also opt to select their likes and dislikes and meal selection

Guests can also opt.

to select their likes and dislikes and meal selection

becomes automatic.

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meals directly to consumer’s homes or use their own fleet of vehicles to drop orders off at homes.

The SuperFit Foods model uses

Company-owned coolers placed inside fitness, wellness or lifestyle facilities.

SuperFit Foods prepares all

meals in a temperature-controlled facility allowing for higher food safety and freshness.

The SuperFit Foods model uses Company-owned

coolers placed inside fitness, wellness or lifestyle facilities.

November 14, 2022 (the “Effective Date”), the Company, Sadot and Aggia LLC FC, a company established under the laws of

United Arab Emirates (“Aggia”) entered into a Services Agreement (the “Services Agreement”).

Pursuant to the

Services Agreement, Sadot engaged Aggia to provide specialized advisory services to support the establishment, procurement, and

management of Sadot’s global supply-chain integration business.

The acquisition of assets and capabilities in sustainable

Agri-Commodity farming, trading, transporting and processing, with the goal of eventually retailing through MMI’s restaurant brands is a

critical component of this venture.

order to assist with the growth of the Sadot business MMI expects to capitalize on the years of experience and industry knowledge of

Aggia and leverage their expertise into additional verticals, without the time and capital outlaw of hiring the professionals independently.

Our restaurants are typically located in retail centers as in-line locations or food court type settings in universities

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A typical restaurant generally ranges from 800 to 2,500 square feet with seating for up to approximately 40 people.

Our leases for Company-operated locations generally have terms of one to ten years, with one or two renewal terms of one years to ten

Our leases for Company-operated locations generally have terms of one to ten years, with one or two renewal terms of one year to ten

Restaurant leases provide for a specified annual rent, and some leases call for additional or contingent rent based on revenue

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Restaurant Counts:

As of December 31, 2021, our restaurant system consisted of forty-two restaurants comprised of twenty-two Company-operated

restaurants and twenty franchised restaurants located in California, Florida, Georgia, Maryland, Massachusetts, New Jersey, New York,

Connecticut, North Carolina, Oklahoma, Pennsylvania, Texas, Virginia, Washington, Rhode Island and Kuwait.

As of December 31, 2022, our restaurant system consisted of 44 restaurants comprised of 19 Company-operated

restaurants and 25 franchised restaurants located in California, Connecticut, Florida, Georgia, Kansas, Maryland, Massachusetts,

Mississippi, New Jersey, New York, North Carolina, Oklahoma, Pennsylvania, Tennessee, Texas, Virginia, Washington and Kuwait.

Selection Process:

We consider the location of a restaurant to be a critical variable in its long-term performance, and as

such, we devote significant effort to the investigation and evaluation of potential restaurant locations.

Our in-house management team

has extensive experience developing hundreds of locations for various brands.

We consider the location of a restaurant to be a critical variable in its long-term performance, and as such,

we devote significant effort to the investigation and evaluation of potential restaurant locations.

Our in-house management team has

extensive experience developing hundreds of locations for various brands.

We use a combination of our in-house team and outside real

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population thresholds and traffic patterns, along with the potential visibility of, and accessibility to, the restaurant.

for selecting locations incorporates management’s and franchisee’s experience and expertise and includes data collection

and analysis.

Additionally, we use information and intelligence gathered from managers and other restaurant personnel that live in or

near the neighborhoods we are considering.

for selecting locations incorporates managements and franchisee’s experience and expertise and includes data collection and analysis.

Additionally, we use information and intelligence gathered from managers and other restaurant personnel that live in or near the neighborhoods

we are considering.

to consumer meal prep/plan locations can either be through existing Muscle Maker Grill restaurant locations or can be set up like a commissary

where meals are prepared in a kitchen space not open to consumer traffic like SuperFit Foods.

These locations can be in any area as long

as pick up service via UPS or FedEx is available.

This allows the Company to build out locations in favorable rent situations while being

able to mail meal prep/plans direct to consumers within a 250-mile radius or conveniently drop off meals at various pick-up locations

throughout the market.

where meals are prepared in a temperature-controlled kitchen space, not open to consumer traffic like SuperFit Foods.

These locations

can be in any area if pick up service via UPS or FedEx is available.

This allows the Company to build out locations in favorable rent

situations while being able to mail meal prep/plans direct to consumers within a 250-mile radius or conveniently drop off meals at various

pick-up locations throughout the market.

Restaurant Design

identifying a lease site, we commence our restaurant buildout.

Our typical restaurant is an inline retail space or food court that ranges

in size from 800 to 2,500 square feet.

Our restaurants are characterized by a unique exterior and interior design, color schemes, and

layout, including specially designed decor and furnishings.

Restaurant interiors incorporate modern designs and rich colors in an effort

to provide a clean and inviting environment and fun, family-friendly atmosphere.

Each restaurant is designed in accordance with plans

Our typical restaurant is an inline retail space or food court that

ranges in size from 800 to 2,500 square feet.

Our restaurants are characterized by a unique exterior and interior design, color

schemes, and layout, including specially designed decor and furnishings.

Restaurant interiors incorporate modern designs and rich

colors in an effort to provide a clean and inviting environment and fun, family-friendly atmosphere.

Each restaurant is designed in

accordance with plans we develop;

and constructed with a similar design motif and trade dress.

Restaurants are generally located near other business establishments

that will attract customers who desire healthier food at fair prices served in a casual, fun environment.

new restaurants are typically inline or food court buildouts.

We estimate that each inline or food court buildout of a Pokemoto restaurant

will require an average total cash investment of approximately $137,000 to $295,000 but these costs can vary depending upon the location

and requirements of specific municipalities or landlords.

Since Pokemoto locations have little to no cooking, our build outs usually

do not require expensive hoods, fire suppression systems, deep fryers, grills, ovens, etc.

making the cost of entry very reasonable.

We estimate it takes approximately four to six months from identification of the specific site to opening the restaurant.

This timeframe

can be shortened to as little at 90 days pending the amount of time it takes to negotiate and finalize a lease for the location.

Restaurants are generally located

near other business establishments that will attract customers who desire healthier food at fair prices served in a casual, fun

We estimate it takes approximately four to six months from identification and lease signing of the specific site to

opening the restaurant.

This timeframe can be shortened to as little at 90 days pending the amount of time it takes to acquire

equipment and complete leasehold improvements.

Restaurant Management and Operations

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there are usually between six and ten team members who prepare our food fresh daily and provide customer service.

At each Pokemoto

location there are usually between one and four team members who prepare our food fresh daily and provide customer service.

At each Pokemoto location

there are usually between two and four team members who prepare our food fresh daily and provide customer service.

are selective in our hiring processes, aiming to staff our restaurants with team members that are friendly, customer-focused and driven

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in critical restaurant functions.

The majority of our Company-operated restaurant management staff is comprised of former team members who have advanced along the

Company career path.

Successive steps along the management path add increasing levels of duties and responsibilities.

Our Franchisee

training generally consists of 10 to 14 days in a certified training location, and an additional 7 to 10 days post opening training.

Our operational team members provide consistent, ongoing training through follow up restaurant visits, inspections, or email or phone

correspondences.

Our Franchisee training generally consists of 10 to 14 days in a certified training location, and an additional 7 to 10 days post

opening training.

Our operational team members provide consistent, ongoing training through follow up restaurant visits, inspections

or email or phone correspondences.

Franchise Program

use a franchising strategy to increase new restaurant growth, especially as we focus on growing the Pokemoto brand, in certain

United States and international markets, leveraging the ownership of entrepreneurs with specific local market expertise and

requiring a relatively minimal capital commitment by us.

We believe the franchise revenue generated from our franchise base has

historically served as an important source of stable and recurring cash flows to us and, as such, we plan to expand our base of

franchised restaurants.

We currently have roughly $15 million in working capital to deploy against this strategy and have begun

executing against this plan.

We have already signed 31 franchise agreements and opened six new locations over the last few

months with three additional locations under construction.

We use a franchising strategy to increase new restaurant growth, especially as we focus on growing the Pokemoto brand, in certain

United States and international markets, leveraging the ownership of entrepreneurs with specific local market expertise and requiring

a relatively minimal capital commitment by us.

We believe the franchise revenue generated from our franchise base has historically served

as an important source of stable and recurring cash flows to us and, as such, we plan to expand our base of franchised restaurants.

have signed 60 franchise agreements and opened 13 new locations since August 2022.

We currently have over 50 franchise agreements sold,

but not yet opened.

In existing markets, we encourage growth from current franchisees.

expansion markets, we seek highly motivated and entrepreneurial new franchisees for single-unit or multi-unit development

opportunities.

We market our franchise opportunities with the support of a franchising section on our website, social media, trade

shows and other marketing tactics.

In our expansion markets, we seek highly motivated

and entrepreneurial new franchisees for single-unit or multi-unit development opportunities.

We market our franchise opportunities with

the support of a franchising section on our website, social media, trade shows and other marketing tactics.

Owner Support:

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Currently, we communicate

on a frequent basis through email and conference calls allowing for questions and answers with all franchisees.

on a frequent basis through email and virtual meetings allowing for questions and answers with all franchisees.

In addition, our operations

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terms for 10 through 20 years, with termination dates ranging from 2023 until 2041.

These agreements are generally renewable for

terms ranging from 5 to 10 years.

agreements are generally renewable for terms ranging from 5 to 10 years.

for the payment of initial franchise fees ranging from $5,000 to $35,000.

the payment of on-going royalty payments ranging from 2% to 6% of net sales at the franchise location.

In addition, franchisees contribute

ranging from 1% to 2% (total) of net sales to the marketing and brand development/advertising fund.

are licensed the right to use the Muscle Maker Grill® or Pokemoto® trademarks, its confidential operating manual and other

intellectual property in connection with the operation of a Muscle Maker Grill or Pokemoto restaurant at a location authorized by

are protected from the establishment of another Muscle Maker Grill or Pokemoto restaurant within a geographic territory, the scope

of which is the subject of negotiation between Muscle Maker Development LLC or Poke Co Holdings LLC and the franchisee.

are required to offer only those food products that are authorized by Muscle Maker Development LLC or Poke Co Holdings LLC, prepared

using our proprietary recipes;

and may obtain most supplies only from suppliers that are approved or designated by Muscle Maker Development

the payment of on-going royalty payments ranging from 2% to 6% of net sales at the franchise

In addition, franchisees contribute ranging from 1% to 2% (total) of net sales

to the marketing and brand development/advertising fund.

● Franchisees

are licensed the right to use the Muscle Maker Grill ® or Pokemoto ®

trademarks, its confidential operating manual and other intellectual property in connection

with the operation of a Muscle Maker Grill or Pokemoto restaurant at a location authorized

● Franchisees

are granted a protected territory prohibiting the establishment of another Muscle Maker Grill

or Pokemoto restaurant within a geographic territory, the scope of which is the subject of

negotiation between Muscle Maker Development LLC or Poke Co Holdings LLC and the franchisee.

● Franchisees

are required to offer only those food products that are authorized by Muscle Maker Development

LLC or Poke Co Holdings LLC, prepared using our proprietary recipes;

and may obtain most

supplies only from suppliers that are approved or designated by Muscle Maker Development

LLC or Poke Co Holdings LLC.

Muscle Maker, Inc or Poke Co Holdings LLC receives rebates from various vendors or distributors based

on total system wide purchases.

partial consideration for payment of the initial franchise fee and on-going royalties, Muscle Maker Development LLC or Poke Co Holdings

LLC loans its franchisees a copy of its confidential operating manual, administers the advertising/brand development fund, and provides

franchisees with pre-opening and on-going assistance including site selection assistance, pre-opening training, and in-term training.

Muscle Maker Development LLC or Poke Co Holdings LLC receives

rebates from various vendors or distributors based on total system wide purchases.

partial consideration for payment of the initial franchise fee and on-going royalties, Muscle

Maker Development LLC or Poke Co Holdings LLC loans its franchisees a copy of its confidential

operating manual.

● Administers

the advertising/brand development fund and provides franchisees with pre-opening and on-going

assistance including site selection assistance, pre-opening training, and in-term training.

Development Agreements:

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Fluctuations in supply and prices can significantly impact our restaurant service and profit performance.

Sadot is widely diversified in global agribusiness markets, there are no material seasonal fluctuations in overall global processing

volumes and the sale and distribution of its products and services.

There is a degree of seasonality in the growing cycles, procurement,

and transportation of our principal raw materials:

oilseeds, corn, wheat, and other grains.

prices of agricultural commodities, which may fluctuate significantly and change quickly, directly affect our Company’s working

capital requirements.

Working capital requirements have historically trended with inventory levels.

No material part of the Company’s

business is dependent upon a single customer or very few customers.

Intellectual Property

have registered Pokemoto®, SuperFit Foods®, Muscle Maker Grill®, Meal Plan AF®, MMG Burger Bar® and

certain other names used by our restaurants as trademarks or service marks with the United States Patent and Trademark Office and Muscle

Maker Grill® in one foreign country.

Our brand campaign, Great Food with Your Health in Mind™, has also been approved for

registration with the United States Patent and Trademark Office.

In addition, the Muscle Maker Grill, Pokemoto and SuperFit Foods logos,

recipes, trade dress, packaging, website name and address and Facebook, Instagram, Twitter and other social media and internet accounts

are our intellectual property.

Our policy is to pursue and maintain registration of service marks and trademarks in those countries where

business strategy requires us to do so and to oppose vigorously any infringement or dilution of the service marks or trademarks in such

We maintain the recipe for our healthy inspired recipes, as well as certain proprietary standards, specifications and operating

procedures, as trade secrets or confidential proprietary information.

have registered Pokemoto ® , SuperFit Foods ® , Muscle Maker Grill ® , Meal Plan AF ® ,

MMG Burger Bar ® and certain other names used by our restaurants as trademarks or service marks with the United States

Patent and Trademark Office and Muscle Maker Grill ® in one foreign country.

Our brand campaign, Great Food with Your Health

in Mind ™ , has also been approved for registration with the United States Patent and Trademark Office.

We have also filed

for the for the trademarks “get in the aloha state of mind” and “meal prep and chill”, which are currently pending

with the United States Patent and Trademark Office In addition, the Muscle Maker Grill, Pokemoto and SuperFit Foods logos, recipes, trade

dress, packaging, website name and address and Facebook, Instagram, Twitter and other social media and internet accounts are our intellectual

Our policy is to pursue and maintain registration of service marks and trademarks in those countries where business strategy

requires us to do so and to oppose vigorously any infringement or dilution of the service marks or trademarks in such countries.

the recipe for our healthy inspired recipes, as well as certain proprietary standards, specifications and operating procedures, as trade

secrets or confidential proprietary information.

operate in the restaurant industry, which is highly competitive and fragmented.

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convenience food stores, delicatessens, supermarkets, third party delivery services, direct to consumer meal prep and club stores.

we indirectly compete with fast casual restaurants, including Chipotle and Panera Bread, among others, and with healthy inspired fast

casual restaurants, such as Pokeworks, Freshii and Veggie Grill as well as direct-to-consumer meal prep such as Freshly, among

we indirectly compete with fast-casual restaurants, including Chipotle and Panera Bread, among others, and with healthy inspired fast-casual

restaurants, such as Pokeworks, Freshii and Veggie Grill as well as direct-to-consumer meal prep such as Freshly, among others.

believe competition within the fast-casual restaurant and meal prep segments is based primarily on ambience, price, taste, quality and

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We believe the restaurant industry has changed over the past few years due

to the Covid-19 pandemic and an emphasis on delivery, ghost kitchens, direct mail and other non-traditional locations and methods are

becoming critical, along with healthy menu options, to the restaurant industry and how consumers interact with brands.

This changing

environment will require flexibility and the ability to rapidly make adjustments.

consumer preferences continue to evolve into healthier eating options, most restaurants are developing healthier menu options.

to the COVID-19 specifically as it relates to delivery and how consumers interact with brands.

This changing environment will require

flexibility and the ability to rapidly make adjustments.

consumer preferences continue to evolve into healthier eating options, most restaurants are developing healthier menu choices.

restaurants offer healthier options, the competition for our product offerings becomes more intense and could pose a significant threat

2 unchanged sentences

to adapt faster than many other restaurant concepts.

operates in the global agribusiness industry.

We have significant competition in the markets in which we operate based principally on

price, foreign exchange rates, quality, global supply and alternative products.

Given the commodity-based nature of our business, Sadot,

on an ongoing basis, expects to focus on managing unit costs and improving efficiency through technology improvements and productivity

enhancements.

Management Information Systems

of our Company-operated and franchised restaurants use computerized point-of-sale and back-office systems, which we believe are

scalable to support our long-term growth plans.

The point-of-sale system provides a touch screen interface and a stand-alone high-speed

credit card and gift card processing terminal.

of our Company-operated and franchised restaurants use computerized point-of-sale and back-office systems, which we believe are scalable

to support our long-term growth plans.

The point-of-sale system provides a touch screen interface and a stand-alone high-speed credit

card and gift card processing terminal.

The point-of-sale system is used to collect daily transaction data, which generates information

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Our SuperFit Foods division sales are 100% online through the superfitfoods.com

in-restaurant back-office computer system is designed to assist in the management of our restaurants.

The system also provides

corporate headquarters and restaurant operations management quick access to detailed business data and reduces the time spent by our

restaurant managers on administrative needs.

The system also provides sales, bank deposit and variance data to our accounting department.

computer systems are designed to assist in the management of MMI.

The systems also provide corporate headquarters and our operations

team with quick access to detailed business data and reduces the time spent by our managers on administrative needs.

The systems also

provide sales, bank deposit and variance data to our accounting department.

party delivery and meal prep/plan sales are ordered using online software or apps with reports generated through various software packages

provided by the third-parties.

Corporate Structure

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serves as a holding company of the following subsidiaries:

Maker Development, LLC, a directly wholly owned subsidiary, which was formed in Nevada on July 18, 2019 for the purpose of running

our existing franchise operations and continuing to franchise the Muscle Maker Grill name and business system to qualified franchisees.

LLC, a directly wholly owned subsidiary, which was formed in Nevada on July 18, 2019 for the purposes of developing new

corporate stores and to also operate these new and existing corporate restaurants.

Bliss, Inc, a wholly owned subsidiary, which was formed in Texas on January 28, 2016 to run a Company-owned restaurant.

Tribeca, Inc, a wholly owned subsidiary, which was formed in New Jersey on July 21, 2026 to run a Company-owned restaurant.

Maker USA, Inc., a directly wholly owned subsidiary, which was formed in Texas on March 14, 2019 for the purpose of holding specific

assets related to a company financing arrangement.

Maker Development, LLC, a directly wholly owned subsidiary, which was formed in Nevada on

July 18, 2019, for the purpose of running our existing franchise operations and continuing

to franchise the Muscle Maker Grill name and business system to qualified franchisees.

LLC, a directly wholly owned subsidiary, which was formed in Nevada on July 18,

2019, for the purposes of developing new corporate stores and to also operate these new and

existing corporate restaurants which presently holds the following entities:

Bliss, Inc, a wholly owned subsidiary, which was formed in Texas on January 28, 2016,

to run a Company-owned restaurant.

Tribeca, Inc, a wholly owned subsidiary, which was formed in New Jersey on July 21, 2026,

to run a Company-owned restaurant.

Maker USA, Inc., a directly wholly owned subsidiary, which was formed in Texas on March 14,

2019, for the purpose of holding specific assets related to a company financing arrangement.

Maker Development International.

LLC, a directly wholly owned subsidiary, which was formed in Nevada on November 13, 2020 to franchise

the Muscle Maker Grill name and business system to qualified franchisees internationally.

Foods, LLC, a directly wholly owned subsidiary, which was formed in Nevada on February 23, 2021 for the purpose of running our subscription

based fresh-prepared meal prep business located in Jacksonville, Florida.

Holdings LLC, a directly wholly owned subsidiary, which was formed in Connecticut for the purpose of running our existing Company-owned

LLC, a directly wholly owned subsidiary, which was formed in Nevada on August 19, 2021 to serve as a holding company of the following

subsidiaries.

Holdings II LLC, a directly wholly owned subsidiary, which was formed in Connecticut for the purpose of running our existing Company-owned

Holdings LLC, a wholly owned subsidiary, which was formed in Connecticut for the purpose of running our existing Company-owned location.

Enterprises LLC, a wholly owned subsidiary, which was formed in Connecticut for the purpose of running our existing Company-owned

Stamford LLC, a wholly owned subsidiary, which was formed in Connecticut for the purpose of running our existing Company-owned location.

Co LLC, a wholly owned subsidiary, which was formed in Connecticut for the purpose of running our existing Company-owned location.

Co Holdings LLC, a directly wholly owned subsidiary, which was formed in Connecticut on July 18, 2018 to franchise the Pokemoto name

and business system to qualified franchisees.

LLC, a directly wholly owned subsidiary, which was formed

in Nevada on November 13, 2020, to franchise the Muscle Maker Grill name and business system

to qualified franchisees internationally.

Foods, LLC, a directly wholly owned subsidiary, which was formed in Nevada on February 23,

2021, for the purpose of running our subscription based fresh-prepared meal prep business

located in Jacksonville, Florida.

Holdings LLC, a directly wholly owned subsidiary, which was formed in Connecticut for the

purpose of running our existing Company-owned location which presently holds the following

LLC, a directly wholly owned subsidiary, which was formed in Nevada on August 19, 2021, to

serve as a holding company of the following subsidiaries.

Holdings II LLC, a directly wholly owned subsidiary, which was formed in Connecticut for

the purpose of running our existing Company-owned location.

Holdings LLC, a wholly owned subsidiary, which was formed in Connecticut for the purpose

of running our existing Company-owned location.

Enterprises LLC, a wholly owned subsidiary, which was formed in Connecticut for the purpose

of running our existing Company-owned location.

Stamford LLC, a wholly owned subsidiary, which was formed in Connecticut for the purpose

of running our existing Company-owned location.

Co LLC, a wholly owned subsidiary, which was formed in Connecticut for the purpose of running

our existing Company-owned location.

Orange Park LLC, a wholly owned subsidiary, which was formed in Nevada on March 31, 2022

for the purpose of running Company-owned locations.

Kansas LLC, a wholly owned subsidiary, which was formed in Nevada on July 28, 2022 for the

purpose of running Company-owned locations.

Co Holdings LLC, a directly wholly owned subsidiary, which was formed in Connecticut on July

18, 2018 to franchise the Pokemoto name and business system to qualified franchisees.

LLC, a directly wholly owned subsidiary, which was formed in Delaware on October 19, 2022

to participate in activities such as sourcing, distributing and production of agriculture

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business