What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-14 · 455 added, 233 removed, 887 unchanged (44% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Current assets:

Cash 422 1,786

Accounts receivable, net of allowance for doubtful accounts of $ 0.3 million and $ 0.1 million as of March 31, 2025 and December 31, 2024, respectively

Accounts receivable, net of allowance for doubtful accounts of $ 0.4 million and $ 0.1 million as of June 30, 2025 and December 31, 2024, respectively

44,136 18,014

9 unchanged sentences

Accounts payable and accrued expenses 34,419 28,019

Notes payable, current, net of discount of $ 0.7 million and $ 0.9 million as of March 31, 2025 and December 31, 2024, respectively

Notes payable, current, net of discount of $ 1.1 million and $ 0.9 million as of June 30, 2025 and December 31, 2024, respectively

Deferred revenue, current — 2,251

2 unchanged sentences

Total current liabilities 94,526 132,170

Notes payable, non-current 66 —

Other non-current liabilities 98 111

Total liabilities 94,690 132,281

Common stock, $ 0.0001 par value, 20,000,000 shares authorized, 5,412,500 and 5,225,147 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Common stock, $ 0.0001 par value, 20,000,000 shares authorized, 6,810,403 and 5,225,147 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 114,923 112,406

9 unchanged sentences

Condensed Consolidated Statement of Operations and Other Comprehensive Income / (Loss)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

$’000 $’000 $’000 $’000

Commodity sales 114,338 173,293 246,506 279,800

Other revenues 52 — 52 —

Cost of goods sold ( 109,403 ) ( 167,505 ) ( 235,559 ) ( 271,202 )

6 unchanged sentences

Change in fair value of stock-based compensation — 1,214 778 1,691

Loss on debt extinguishment ( 192 ) — ( 192 ) —

Income for continuing operations before income tax 341 2,280 1,054 3,060

4 unchanged sentences

Net income / (loss) for discontinued operations ( 55 ) 42 52 ( 1,049 )

Net income / (loss) 820 ( 313 )

Net income 286 2,317 1,106 2,004

Net loss attributable to non-controlling interest 103 52 221 100

Net income / (loss) attributable to Sadot Group Inc.

Net income attributable to Sadot Group Inc.

389 2,369 1,327 2,104

Net income from continuing operations per share attributable to Sadot Group Inc.:

11 unchanged sentences

(Unaudited) (Continued)

Three Months Ended March 31,

Net income / (loss) 820 ( 313 )

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

$’000 $’000 $’000 $’000

Net income 286 2,317 1,106 2,004

Other comprehensive income / (loss)

Foreign exchange translation adjustment ( 59 ) 3 ( 57 ) 3

Unrealized loss ( 88 ) ( 60 )

Total other comprehensive loss ( 86 ) ( 60 )

Total comprehensive income / (loss) 734 ( 373 )

Unrealized gain / (loss) 88 ( 126 ) — ( 186 )

Total other comprehensive income / (loss) 29 ( 123 ) ( 57 ) ( 183 )

Total comprehensive income 315 2,194 1,049 1,821

Comprehensive loss attributable to non-controlling interest 103 52 221 100

Total Comprehensive income / (loss) attributable to Sadot Group Inc.

Total comprehensive income attributable to Sadot Group Inc.

418 2,246 1,270 1,921

See Accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited)

14 unchanged sentences

Balance at March 31, 2024 4,423,432 — 109,285 ( 87,444 ) ( 52 ) 3,388 25,177

Common stock issued as compensation for services 139,899 — 535 — — — 535

Stock based compensation - vesting of options and restricted stock awards 33,177 — 146 — — — 146

Foreign exchange translation adjustment — — — — 3 — 3

Unrealized loss, net of income tax — — — — ( 126 ) — ( 126 )

Net income — — — 2,369 — ( 52 ) 2,317

Balance at June 30, 2024 4,596,508 — 109,966 ( 85,075 ) ( 175 ) 3,336 28,052

See Accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited)

14 unchanged sentences

Balance at March 31, 2025 5,412,500 1 113,004 ( 82,249 ) ( 113 ) 3,062 33,705

Common stock issued as compensation for services 77,698 — 108 — — — 108

Stock based compensation - vesting of options and restricted stock awards 81,094 — 259 — — — 259

Conversion of convertible loan 1,239,111 — 1,552 — — — 1,552

Foreign exchange translation adjustment — — — — ( 59 ) — ( 59 )

Unrealized gain — — — — 88 — 88

Net income / (loss) — — — 389 — ( 103 ) 286

Balance at June 30, 2025 6,810,403 1 114,923 ( 81,860 ) ( 84 ) 2,959 35,939

See Accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited)

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

Cash Flows from Operating Activities

Net income / (loss) 820 ( 313 )

Net income 1,106 2,004

Adjustments to reconcile net income / (loss) to net cash (used in) / provided by operating activities:

2 unchanged sentences

Stock-based expenses 1,847 2,717

Gain / (loss) on fair value remeasurement 18,602 ( 3,259 )

Change in fair value of stock-based compensation ( 778 ) ( 1,691 )

Bad debt expense 317 353

Loss on debt extinguishment 192 —

Changes in operating assets and liabilities:

6 unchanged sentences

Other non-current liabilities — ( 46,048 )

Operating right to use assets and lease liabilities, net — 2

Deferred revenue ( 2,251 ) 6,505

3 unchanged sentences

Cash Flows from Investing Activities

Purchases of property and equipment — ( 7 )

Disposal of property and equipment — 10

13 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Continued)

Three Months Ended March 31,

Six Months Ended June 30,

Supplemental Disclosures of Cash Flow Information:

Cash paid for interest 3,399 1,318

Supplemental Disclosures of Non-Cash Investing and Financing Activities

Conversion of notes payable into common stock ( 1,241 ) —

Conversion of stock 1,241 —

See Accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited)

5 unchanged sentences

In late 2022, SGI transformed from a U.S.-centric restaurant business into a global organization focused on the Agri-food commodity supply chain.

Sadot Group is headquartered in Burleson, Texas with subsidiary operations throughout the United States, Brazil, Canada, Colombia, India, Israel, South Korea, Singapore, Ukraine, United Arab Emirates and Zambia.

As of March 31, 2025, Sadot Group consisted of one distinct operating unit and one discontinued operations.

Sadot Group is headquartered in Burleson, Texas with subsidiary operations throughout the world.

As of June 30, 2025, Sadot Group consisted of one distinct operating unit and one discontinued operations.

Sadot LLC (“Sadot Agri-Foods”):

2 unchanged sentences

Sadot Agri-Foods operates, through a majority owned subsidiary, a roughly 5,000 acre crop producing farm in Zambia with a focus on major commodities such as wheat, soy and corn alongside high-value tree crops such as avocado and mango.

In addition, the Company has a deposit on farmland in Indonesia.

In addition, the Company holds a deposit on farmland in Indonesia.

Sadot Agri-Foods was formed as part of the Company’s diversification strategy to own and operate, through its subsidiaries, the business lines throughout the food supply chain.

1 unchanged sentence

Sadot Restaurant Group, LLC ("Sadot Food Services"):

had three unique “healthier for you” concepts, including two fast casual restaurant concepts, Pokémoto and Muscle Maker Grill, During 2024, the Company operated a subscription-based fresh prep meal concept, SuperFit Foods, which was sold in August 2024.

had three unique “healthier for you” concepts, including two fast casual restaurant concepts, Pokémoto and Muscle Maker Grill.

During 2024, the Company operated a subscription-based fresh prep meal concept, SuperFit Foods, which was sold in August 2024.

Throughout 2024 the remaining corporate owned restaurants were sold and converted into franchise locations or closed.

As of the end of 2024 the Company only operates as the franchisor for Pokémoto and Muscle Maker Grill restaurants.This entire operating segment was identified as held for sale and reported as discontinued operations.

As of the end of 2024 the Company only operates as the franchisor for Pokémoto and Muscle Maker Grill restaurants.

This entire operating segment was identified as held for sale and reported as discontinued operations.

Please see Note 3 – Assets held for sale and Note 4 – Discontinued operations for further details.

Sadot Group Inc.

and its subsidiaries are hereinafter referred to as the “Company”.

Recent Corporate Developments

On March 26, 2025, SGI launched Sadot South Korea, marking a significant step in Sadot’s strategic expansion into Northeast Asia, using South Korea’s strong logistics and trade infrastructure as a hub for global agri-trade activities.

The Company's primary source of liquidity is cash on hand.

As of March 31, 2025, the Company had a cash balance, a working capital surplus and an accumulated deficit of $ 1.9 million, $ 21.9 million, and $ 82.2 million, respectively.

During the three months ended March 31, 2025, the Company generated Net income of $ 0.8 million.

The Company had Net cash used in operations of $ 2.9 million for the three months ended March 31, 2025.

As of June 30, 2025, the Company had a cash balance, a working capital surplus and an accumulated deficit of $ 0.4 million, $ 24.2 million, and $ 81.9 million, respectively.

During the three and six months ended June 30, 2025, the Company generated Net income of $ 0.3 million and $ 1.1 million, respectively.

The Company had Net cash used in operations of $ 5.2 million for the six months ended June 30, 2025.

While the Company maintains a base of current assets, including inventories and receivables, the timing and certainty of converting these assets into cash has presented operational challenges.

8 unchanged sentences

We measure our liquidity in a number of ways, including the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Cash 422 1,786

8 unchanged sentences

Other current liabilities (3)

46,722 94,428

Liabilities held for sale (4)

3 unchanged sentences

Current ratio (6)

(1) Consists of VAT, prepaid expenses, derivative assets, unrealized gain on derivative contracts, deposit on farmland and deposit on acquisition

(1) Consists of VAT, prepaid expenses, derivative assets, derivative contracts, Notes receivable, current, deposit on farmland and deposit on acquisition.

(2) See Note 3 for additional information

(3) Consists of Operating lease liability, current, Deferred revenue, current and Other current liabilities

(3) Consists of Operating lease liability, current, derivative liability, current and derivative contracts

(4) See Note 3 for additional information

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Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the Unaudited Condensed Consolidated Financial Statements of the Company as of March 31, 2025, and for the three months ended March 31, 2025, and 2024.

The results of operations for the three months ended March 31, 2025, and 2024 are not necessarily indicative of the operating results for the full year.

In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the Unaudited Condensed Consolidated Financial Statements of the Company as of June 30, 2025, and for the three and six months ended June 30, 2025, and 2024.

The results of operations for the three and six months ended June 30, 2025, and 2024 are not necessarily indicative of the operating results for the full year.

It is suggested that these Unaudited Condensed Consolidated Financial Statements be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on March 11, 2025.

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This change in presentation had no impact on net income, total comprehensive income, or earnings per share for the period.

The table below summarizes the effect of the reclassification on the Unaudited Condensed Consolidated Statement of Income and Other Comprehensive Income / (Loss) for the three months ended March 31, 2024:

The table below summarizes the effect of the reclassification on the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Income / (Loss) for the three and six months ended June 30, 2024:

Three Months Ended June 30, 2024

As Previously Reported Reclassification As Reclassified % Change

3 unchanged sentences

Gain on fair value remeasurement 3,275 ( 3,275 ) — ( 100.0 ) %

Loss on hedge contracts ( 11 ) 11 — ( 100.0 ) %

Gain on hedge contracts 528 ( 528 ) — ( 100.0 ) %

Net Income 2,317 — 2,317 — %

Six Months Ended June 30, 2024

As Previously Reported Reclassification As Reclassified % Change

$’000 $’000 $’000 %

Cost of goods sold ( 278,254 ) 7,052 ( 271,202 ) ( 2.5 ) %

Gross profit / (loss) 1,546 7,052 8,598 ( 456.1 ) %

Gain on fair value remeasurement 6,534 ( 6,534 ) — ( 100.0 ) %

Gain on hedge contracts 518 ( 518 ) — ( 100.0 ) %

Net Income 2,004 — 2,004 — %

Use of Estimates

6 unchanged sentences

• estimates and assumptions used to value warrants and options;

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

• the recognition of revenue;

• the recognition, measurement and valuation of current and deferred income taxes;

• the valuation of derivative instruments and hedging activities.

Estimates and assumptions are periodically reviewed, and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary.

2 unchanged sentences

The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents.

There were no cash equivalents as of March 31, 2025 or December 31, 2024.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

There were no cash equivalents as of June 30, 2025 or December 31, 2024.

Accounts Receivable

Accounts Receivable consists of receivables related to Sadot Agri-Foods of $ 47.8 million and $ 18.0 million net of doubtful accounts of $ 0.3 million and $ 0.1 million as of March 31, 2025, and December 31, 2024, respectively.

Accounts Receivable consists of receivables related to Sadot Agri-Foods of $ 44.1 million and $ 18.0 million net of doubtful accounts of $ 0.4 million and $ 0.1 million as of June 30, 2025, and December 31, 2024, respectively.

From time to time the Company may set aside and/or assign accounts receivables towards the acquisition of various assets.

The net Accounts Receivable balance of $ 47.8 million and $ 18.0 million at March 31, 2025 and December 31, 2024, includes $ 13.4 million in receivables that the Company plans to assign to a third party, which is expected to be paid in assets other than cash.

The Company and the third party are in negotiations regarding the timing and nature of the assets to be received, and the Company continues to evaluate the balance for expected losses.

As of March 31, 2025, the Company deemed it would receive assets valued at the full balance.

The net Accounts Receivable balance of $ 44.1 million and $ 18.0 million on June 30, 2025 and December 31, 2024, includes $ 13.4 million in receivables that the Company plans to assign to a third party, which is expected to be paid in assets other than cash.

The Company and the third party finalized negotiations, please see Note 23 – Subsequent events regarding the timing and nature of the assets to be received, and the Company continues to evaluate the balance for expected losses.

As of June 30, 2025, the Company deemed it would receive assets valued at the full balance.

Accounts receivable is stated at historical carrying amounts net of write-offs and allowances for uncollectible accounts.

6 unchanged sentences

Factoring Agreements

As of March 31, 2025, the Company’s total borrowings include $ 3.8 million related to a factoring arrangement under which the Company transfers certain trade receivables to a third-party financial institution with recourse.

As of June 30, 2025, the Company’s total borrowings include $ 3.3 million related to a factoring arrangement under which the Company transfers certain trade receivables to a third-party financial institution with recourse.

The Company retains the risk of nonpayment on the transferred receivables, so the arrangement does not meet the criteria for sale accounting under ASC 860, Transfers and Servicing, and is accounted for as a secured borrowing.

Under this arrangement, the Company received $ 3.9 million in cash advances, which are included in Notes Payable on the Unaudited Condensed Consolidated Balance Sheets.

The transferred receivables, with a carrying value of $ 4.1 million as of March 31, 2025, remain recorded in Accounts receivable, as the Company has not surrendered control over the assets.

The transferred receivables, with an original carrying value of $ 4.7 million as of June 30, 2025, payments were made by the customers to and $ 3.8 million remain recorded in Accounts receivable as of June 30, 2025, as the Company has not surrendered control over the assets.

The difference of $ 0.8 million primarily reflects the advances held by the factor of $ 0.5 million and factoring fees of $ 0.3 million.

2 unchanged sentences

The Company remains exposed to credit losses related to factored receivables and maintains an allowance for doubtful accounts as appropriate.

As of March 31, 2025, the Company has pledged $ 4.1 million of accounts receivable as collateral under this facility.

Inventory, which are stated at the lower of cost or net realizable value, related to Sadot Agri-foods was $ 0.3 million and $ 0.7 million as of March 31, 2025 and December 31, 2024, respectively.

As of June 30, 2025, the Company has pledged $ 3.9 million of accounts receivable as collateral under this facility.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Inventory, which are stated at the lower of cost or net realizable value, related to Sadot Agri-foods was $ 49.0 thousand and $ 0.7 million as of June 30, 2025 and December 31, 2024, respectively.

Cost is determined using the first-in, first-out method.

4 unchanged sentences

• the disposal group(s) are available for immediate sale in present condition,

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

• an active program to locate a buyer and other actions required to complete the plan to sell have been initiated,

26 unchanged sentences

Application of the impairment testing requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill and intangible assets to reporting units, and determining the fair value.

Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions.

Significant judgment is required to estimate the fair value of reporting units which includes

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

estimating future cash flows, determining appropriate discount rates and other assumptions.

Changes in these estimates and assumptions could materially affect the determination of fair value and/or impairment.

6 unchanged sentences

Any impairment losses are recorded as operating expenses, which reduce net income.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Convertible Instruments

1 unchanged sentence

If the instrument is determined not to be a derivative liability, the Company then evaluates for the existence of a beneficial conversion feature by comparing the market price of the Company’s common stock as of the commitment date to the effective conversion price of the instrument.

As of March 31, 2025 and December 31, 2024, the Company deemed the conversion feature related to notes payable was not required to be bifurcated and recorded as a derivative liability.

As of June 30, 2025 and December 31, 2024, the Company deemed the conversion feature related to notes payable was not required to be bifurcated and recorded as a derivative liability.

Related Parties

15 unchanged sentences

Typically, the Company has lower sales and net income during the non-harvest seasons and higher sales and net income during the harvest season.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Commodity Sales

Commodity sale revenue is generated by Sadot Agri-Foods and is recognized when the commodity is delivered as evidenced by the bill of lading, physical delivery or completion of the sale contract and the invoice is prepared and submitted to the customer.

During the three months ended March 31, 2025 and 2024, the Company recorded Commodity sales revenues of $ 132.2 million and $ 106.5 million, respectively, which is included in Commodity sales on the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss).

During the three months ended June 30, 2025 and 2024, the Company recorded Commodity sales revenues of $ 114.3 million and $ 173.3 million, respectively, and during the six months ended June 30, 2025 and 2024, recorded $ 246.5 million and $ 279.8 million, respectively, which is included in Commodity sales on the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss).

Deferred Revenue

Deferred revenue primarily includes initial franchise fees received by the Company and revenue from forward sales contracts and prepayments received for future trades.

Deferred revenue related to Sadot Food Services is recognized in income over the life of the franchise.

If a franchise location closes or a franchise agreement is terminated for any reason,

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

the remaining deferred revenue will be recognized in full at that time.

Deferred revenue primarily includes revenue from forward sales contracts and prepayments received for future trades.

Deferred revenue related to Sadot Agri-Foods is recognized at the completion of each commodity forward sales contract agreement.

Other Revenues

Other revenues consist of management fees received for performing certain management services under contract such as sales, purchasing, administrative and human resources.

Stock-Based Expenses

5 unchanged sentences

See Note 17 – Commitments and contingencies for further details.

Stock-based expenses for the three months ended March 31, 2025 and 2024 were $ 1.4 million and $ 0.8 million, respectively, and are recorded in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss).

Aggia waived the consulting fee of 40 % of Net income of Sadot LLC for the three months ended June 30, 2025.

Stock-based expenses for the three months ended June 30, 2025 and 2024 were $ 0.4 million and $ 1.9 million, respectively, and for the six months ended June 30, 2025 and 2024 were $ 1.8 million and $ 2.7 million, respectively, are recorded in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss).

Net Income (Loss) per Share

3 unchanged sentences

by the weighted average number of common shares outstanding during the period plus any potentially dilutive common shares, resulting from the exercise of warrants, option, calculated using the treasury stock method or the conversion of convertible notes payable, calculated using the if-converted method.

The following securities are excluded from the calculation of weighted average diluted common shares at March 31, 2025 and 2024, respectively, because their inclusion would have been anti-dilutive:

Three Months Ended March 31,

The following securities are excluded from the calculation of weighted average diluted common shares on June 30, 2025 and 2024, respectively, because their inclusion would have been anti-dilutive:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Warrants 1,580,699 1,625,738 1,583,558 1,676,367

3 unchanged sentences

Total potentially dilutive shares 3,139,473 2,754,556 3,179,706 2,743,602

The following table sets forth the computation of basic and dilutive net income / (loss) per share attributable to the Company’s stockholders:

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Three Months Ended March 31,

The following table sets forth the computation of basic and dilutive net income / (loss) per share attributable to the Company’s stockholders:

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

(In thousands, except for share count and per share data)

Net income / (loss) attributable to Sadot Group Inc.

389 2,369 1,327 2,104

Weighted-average shares outstanding:

1 unchanged sentence

Effect of potentially dilutive RSAs 10,610 — 3,516 —

Effect of potentially dilutive convertible debt — 699,615 — 805,281

Diluted 5,824,521 5,123,047 5,525,222 5,111,103

5 unchanged sentences

Diluted ( 0.01 ) 0.01 0.01 ( 0.21 )

Net income / (loss) per share attributable to Sadot Group Inc.:

Net income per share attributable to Sadot Group Inc.:

Basic 0.07 0.54 0.24 0.49

2 unchanged sentences

The following table sets forth the major vendors to purchase commodities for resale, purchase inputs for farming operations and distribute food products to their Company-owned restaurants:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Number of vendors 2 4 2 4

Type Commodities Commodities

Type Commodities Commodities Commodities Commodities

% of purchases 99 % 95 % 95 % 88 %

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Major Customers

The following table sets forth the major customers:

Three Months Ended March 31,

Three Months Ended March 31, Six Months Ended June 30,

2025 2024 2025 2024

Number of customers 2 4 3 4

Type Commodities Commodities

Type Commodities Commodities Commodities Commodities

% of sales 99 % 89 % 95 % 82 %

Derivative Instruments

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The Company recognizes all derivatives in the balance sheet at fair value.

During the three months ended March 31, 2025 and 2024, the Company’s derivatives were comprised of Forward sales contracts for soybeans, carbon offset units, and futures and options of food and feed related commodities, traded on the Chicago Mercantile Exchange ("CME").

During the three and six months ended June 30, 2025 and 2024, the Company’s derivatives were comprised of forward purchase and sales contracts for commodities, carbon offset units, and futures and options of food and feed related commodities, traded on the Chicago Mercantile Exchange ("CME").

Derivatives that do not meet the requirements for hedge accounting to be applied per FASB ASC 815, Derivatives and Hedging, are adjusted to fair value through earnings.

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For details related to the fair value of the unrealized gain on derivative contracts and unrealized loss on derivative contracts measured using Level 2 inputs, refer to Note 17 – Commitments and contingencies and Note 20 – Financial instruments.

Loss on debt extinguishment

Loss on debt extinguishment consist of the loss related to the exchange of stock for debt repayment, which is calculated using the variance between the agreed upon price per share of stock and the fair value of the stock on the date of the

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

exchange and the gain recognized due to writing off accounts payable that have passed the statue of limitations and no longer deemed payable.

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”).

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The Company does not expect any significant changes in its unrecognized tax benefits within years of the reporting date.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as Sales, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss).

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The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity.

The Company also assesses control through means other than voting rights (“variable interest entities” or “VIEs”) and determines which business entity is the primary beneficiary of the VIE.

The Company also assesses control through

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

means other than voting rights (“variable interest entities” or “VIEs”) and determines which business entity is the primary beneficiary of the VIE.

Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change.

Changes in consolidation status are applied prospectively.

The Company has no VIEs at March 31, 2025 and December 31, 2024.

The Company has no VIEs on June 30, 2025 and December 31, 2024.

The amount of net loss attributable to Non-controlling interests is disclosed in the Unaudited Condensed Consolidated Statements of Income and Other Comprehensive Income / (Loss).

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The standard requires incremental disclosures related to reportable segments, including disaggregated expense information and the title and position of the company's chief operating decision maker ("CODM"), as identified for purposes of segment determination.

The ASU is effective for fiscal years beginning after December 15,

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

2023, and interim periods within fiscal years beginning after December 15, 2024.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Entities must adopt the changes to the segment reporting guidance on a retrospective basis.

18 unchanged sentences

During the first quarter of 2024, the Company entered into an agreement with a brokerage firm to have the exclusive rights to offer and sell the Muscle Maker Grill and Pokémoto franchise business and potentially some of the corporate-owned restaurants.

Accordingly, the assets and liabilities related to the restaurant operations were classified as held for sale in the Company’s Consolidated Balance Sheets.

Accordingly, the assets and liabilities related to the restaurant operations were classified

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

as held for sale in the Company’s Consolidated Balance Sheets.

Throughout most of 2024, the Company considered retaining some Company owned stores due to location and potential training centers that posed challenges for sale.

1 unchanged sentence

Given the sale or pending sale of all of the restaurant operations as of December 31, 2024, we have deemed this to be a strategic shift in business structure as it will eliminate one of our two business segments, which triggered accounting for the restaurant operations as discontinued operations.

The Company performed an impairment test on the net assets of the restaurant operations as of March 31, 2025, noting the carrying amount was less than the fair value less cost to sell.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The Company is currently in due diligence and legal process with multiple potential buyers.

The following presents the major classes of assets and liabilities for the Sadot Food Services reporting unit held for sale:

March 31, 2025 December 31, 2024

Accounts receivable, net of allowance for doubtful accounts of $ 21.2 thousand and $ 0.2 million as of March 31, 2025 and December 31, 2024, respectively

June 30, 2025 December 31, 2024

Accounts receivable, net of allowance for doubtful accounts of $ 31.1 thousand and $ 0.2 million as of June 30, 2025 and December 31, 2024, respectively

Other current assets 39 52

13 unchanged sentences

Sadot Food Services had the following pre-tax income and losses:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

$’000 $’000 $’000 $’000

Sadot Food Services Net Income / (Loss) Before Income Tax ( 55 ) 42 52 ( 1,049 )

10 unchanged sentences

The Company performed an impairment test on the net assets of the restaurant operations as of March 31, 2025, noting the carrying amount was less than the fair value less cost to sell.

The Company performed an impairment test on the net assets of the restaurant operations as of June 30, 2025, noting the carrying amount was less than the fair value less cost to sell.

The amount of loss from discontinued operations is disclosed in the Unaudited Consolidated Statements of Income and Other Comprehensive Income / (Loss).

Discontinued operations were as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

$’000 $’000 $’000 $’000

Revenues 383 1,745 777 3,174

6 unchanged sentences

Income / (loss) from discontinued operations ( 50 ) ( 224 ) 63 ( 1,053 )

Other income 1 19 1 19

Interest expense, net ( 6 ) 247 ( 12 ) ( 15 )

2 unchanged sentences

Income / (loss) from discontinued operations ( 55 ) 42 52 ( 1,049 )

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Allowance for Credit Losses on Accounts Receivable

For the periods ended March 31, 2025 and December 31, 2024, a summary of the activity in the allowance for credit losses on accounts receivable appears below:

March 31, 2025 December 31, 2024

For the periods ended June 30, 2025 and December 31, 2024, a summary of the activity in the allowance for credit losses on accounts receivable appears below:

June 30, 2025 December 31, 2024

Balance at beginning of period 105 173

3 unchanged sentences

Balance at end of period 422 105

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Other Current Assets

At March 31, 2025 and December 31, 2024, the Company’s other current assets consists of the following:

March 31, 2025 December 31, 2024

On June 30, 2025 and December 31, 2024, the Company’s other current assets consists of the following:

June 30, 2025 December 31, 2024

Prepaid expenses 1,974 1,911

9 unchanged sentences

The deposits were made in accordance with the terms of a preliminary agreement and are refundable under certain conditions.

The transactions remains subject to customary closing conditions, including regulatory approvals and final documentation.

The transactions remain subject to customary closing conditions, including regulatory approvals and final documentation.

Other Non-Current Assets

At March 31, 2025 and December 31, 2024, the Company’s other non-current assets consist of the following:

March 31, 2025 December 31, 2024

On June 30, 2025 and December 31, 2024, the Company’s other non-current assets consist of the following:

June 30, 2025 December 31, 2024

Security deposits 22 23

1 unchanged sentence

Other non-current assets 144 155

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Property and Equipment, Net

As of March 31, 2025 and December 31, 2024, Property and equipment consist of the following:

March 31, 2025 December 31, 2024

As of June 30, 2025 and December 31, 2024, Property and equipment consist of the following:

June 30, 2025 December 31, 2024

Furniture and equipment 232 232

6 unchanged sentences

Property and equipment, net 11,766 11,820

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Depreciation expense amounted to $ 27.0 thousand and $ 0.2 million for the three months ended March 31, 2025 and 2024, respectively.

The Company wrote off Property and equipment related to closed locations and future locations that were terminated due to a change of business focus and recorded a loss on disposal of nil and $ 0.1 million during the three months ended March 31, 2025 and 2024, respectively, in the Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income / (Loss).

Depreciation expense amounted to $ 27.0 thousand and $ 0.1 million for the three months ended June 30, 2025 and 2024, respectively.

Depreciation expense amounted to $ 0.1 million and $ 0.3 million for the six months ended June 30, 2025 and 2024, respectively.

The Company wrote off Property and equipment related to closed locations and future locations that were terminated due to a change of business focus and recorded a loss on disposal of nil and $ 0.1 million during the three months ended June 30, 2025 and 2024, respectively, and nil and $ 0.2 million for or the six months ended June 30, 2025 and 2024, respectively, in the Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income / (Loss).

Goodwill and Other Intangible Assets, Net

16 unchanged sentences

2,833 — ( 118 ) ( 2,715 ) — — — — — —

Amortization expense related to intangible assets was nil and $ 0.1 million for the three months ended March 31, 2025 and 2024, respectively.

Amortization expense related to intangible assets was nil and nil for the three months ended June 30, 2025 and 2024, respectively, and nil and $ 0.1 million for the six months ended June 30, 2025 and 2024.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

A summary of the goodwill assets is presented below:

3 unchanged sentences

Impairment of goodwill — ( 1,798 ) — ( 1,798 )

Goodwill, net at March 31, 2024 — — — —

Goodwill, net at June 30, 2024 — — — —

Goodwill, net at December 31, 2024 — — — —

Transfer to assets held for sale — — — —

Goodwill, net at March 31, 2025 — — — —

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Goodwill, net at June 30, 2025 — — — —

Accounts Payables and Accrued Expenses

Accounts payables and accrued expenses consist of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Accounts payable 4,273 2,187

12 unchanged sentences

While there is no mandatory minimum amount for any Advance, it may not exceed an amount equal to 100 % of the average of the daily traded amount during the five consecutive trading days immediately preceding an Advance Notice.

The shares of common stock purchased pursuant to an Advance delivered by the Company will be purchased at a price equal to 97 % of the lowest daily VWAP of the shares of common stock during the three consecutive trading days commencing on the date of the delivery of the Advance Notice, other than the daily VWAP on a day in which the daily VWAP is less than a minimum acceptable price as stated by the Company in the Advance Notice or there is no VWAP on the subject trading day.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

VWAP is less than a minimum acceptable price as stated by the Company in the Advance Notice or there is no VWAP on the subject trading day.

The Company may establish a minimum acceptable price in each Advance Notice below which the Company will not be obligated to make any sales to Yorkville.

3 unchanged sentences

The Pre-Paid Advance was disbursed on September 22, 2023 in the principal amount of $ 3.0 million and the balance of $ 1.0 million on October 30, 2023.

The purchase price for the Pre-Paid Advance is 94.0 % of the principal

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

amount of the Pre-Paid Advance.

The purchase price for the Pre-Paid Advance is 94.0 % of the principal amount of the Pre-Paid Advance.

Interest shall accrue on the outstanding balance of any Pre-Paid Advance at an annual rate equal to 6.0 %, subject to an increase to 18 % upon an event of default as described in the Convertible Notes.

6 unchanged sentences

The Note was paid in full in 2024.

The SEPA was terminated in June 2025.

Factoring agreement

As of March 31, 2025, $ 3.8 million of the Company’s total $ 10.9 million in notes payable relates to a factoring arrangement accounted for as a secured borrowing.

As of June 30, 2025, $ 3.3 million of the Company’s total $ 11.3 million in notes payable relates to a factoring arrangement accounted for as a secured borrowing.

Under the arrangement, accounts receivables with a carrying value of $ 3.9 million were pledged as collateral.

1 unchanged sentence

Notes Payable

The Company repaid a total amount of $ 1.5 million and $ 4.3 million during the three months ended March 31, 2025 and 2024, respectively, of the notes payable.

The company entered into new loans in the amount of $ 4.6 million and $ 1.5 million for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, the Company had an aggregate amount of $ 10.9 million in notes payable, net.

The Company repaid a total amount of $ 4.6 million and $ 2.1 million during the three months ended June 30, 2025 and 2024, respectively, and $ 6.0 million and $ 6.4 million during the six months ended June 30, 2025 and 2024, respectively, of the notes payable.

The company entered into new loans in the amount of $ 10.0 million and $ 3.5 million for the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, the Company had an aggregate amount of $ 11.3 million in notes payable, net.

The notes had interest rates ranges between 3.75 % - 39.00 % per annum, due on various dates through December 2025.

As of March 31, 2025, the Company has outstanding short-term secured debt in the form of notes payable totaling $ 1.8 million, which is included in the $ 10.9 million in notes payable, net.

As of June 30, 2025, the Company has outstanding short-term secured debt in the form of notes payable totaling $ 2.3 million, which is included in the $ 11.3 million in notes payable, net.

The effective interest rate on the short-term secured debt ranges between 34.59 % - 39.00 %.

The maturities of notes payable as of March 31, 2025, are as follows:

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The maturities of notes payable as of June 30, 2025, are as follows:

Principal Amount

8 unchanged sentences

The leases generally have remaining terms of 1 - 5 years and most leases included the option to extend the lease for an additional 5 years.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The total lease cost associated with right of use assets and operating lease liabilities was $ 14.0 thousand and nil for the three months ended March 31, 2025 and 2024, respectively, and has been recorded in the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Income / (Loss) as Cost of goods sold.

Right to use asset and operating lease liabilities decreased due to the refranchising, selling and closure of all of our corporate owned locations by March 31, 2025.

The total lease cost associated with right of use assets and operating lease liabilities was $ 11.0 thousand and $ 0.6 million for the three months ended June 30, 2025 and 2024, respectively, and $ 25.0 thousand and $ 0.7 million for the six months ended June 30, 2025 and 2024, respectively, and has been recorded in the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Income / (Loss) as Cost of goods sold.

Right to use asset and operating lease liabilities decreased due to the refranchising, selling and closure of all of our corporate owned locations by June 30, 2025.

The assets and liabilities related to the Company’s leases were as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Total lease assets 122 132

Transferred to assets held for sale — —

Right to use asset 122 132

3 unchanged sentences

Operating leases – non-current 98 111

The table below presents the future minimum lease payments under the noncancellable operating leases as of March 31, 2025:

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The table below presents the future minimum lease payments under the noncancellable operating leases as of June 30, 2025:

07/01/2025-6/30/2026 45

7 unchanged sentences

The Company’s lease term and discount rates were as follows:

As of March 31, 2025

As of June 30, 2025

Weighted-average remaining lease term (in years)

2 unchanged sentences

Operating leases 18.0 %

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Deferred Revenue

The Company's deferred revenue consists of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Deferred revenues, net — 2,251

1 unchanged sentence

Deferred revenues, non-current — —

Deferred revenue related to commodity forward sales contracts and prepayments on future trades were $ 0.1 million and $ 2.3 million, as of March 31, 2025 and December 31, 2024, respectively.

Deferred revenue related to commodity forward sales contracts and prepayments on future trades were nil and $ 2.3 million, as of June 30, 2025 and December 31, 2024, respectively.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Other Current Liabilities

Other current liabilities consist of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Derivative contracts — 60

1 unchanged sentence

Derivative liability, current

46,697 92,094

46,722 92,177

Other Non-Current Liabilities

Other non-current liabilities consist of the following:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Operating lease liability, non-current 98 111

The income tax expense for the periods shown consist of the following:

Three Months Ended March 31,

Six Months Ended June 30,

Income tax expense — ( 7 )

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The Company’s effective tax rate for the periods shown, are as follows:

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Effective income tax rate — % 0.1 %

1 unchanged sentence

The resulting tax expense (or benefit) is adjusted for the tax effect of specific events, if any, required to be discretely recognized in the interim period as they occur.

The Company recorded no income tax expense for the three months ended March 31, 2025, resulting in an effective tax rate of 0 %.

The Company recorded no income tax expense for the three and six months ended June 30, 2025, resulting in an effective tax rate of 0 %.

The 0 % effective tax rate for the current period is primarily attributable to the continued utilization of net operating loss carryforwards.

1 unchanged sentence

As a result, although there is current period income, the corresponding income tax expense is offset by a reduction in the valuation allowance, resulting in no net income tax expense.

The Company continues to maintain a full valuation allowance against its deferred tax assets as it has not yet concluded that it is more likely than not that the deferred tax assets will be realized

The Company continues to maintain a full

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

valuation allowance against its deferred tax assets as it has not yet concluded that it is more likely than not that the deferred tax assets will be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a corporate tax return.

13 unchanged sentences

This contract was determined to be a derivative in accordance with ASC 815.

On March 20, 2025, the Company settled this contract for a realized gain of $ 10.5 million, of which $ 9.3 million were recorded as unrealized gains in prior periods, with a total impact of $ 1.2 million in the current quarter.

On December 6, 2023, the Company through Sadot Agri-Foods, entered into a forward sale contract for the sale of 70,000 Metric Tons (“MTs”) of soybeans.

On December 6, 2023, the Company through Sadot Agri-Foods, entered into a forward sale contract for the sale of 70,000 MTs of soybeans.

Sadot Agri-Foods will provide 70,000 MTs to a third-party in November/December 2024, which is the executed contract date.

1 unchanged sentence

This contract was determined to be a derivative in accordance with ASC 815.

On March 20, 2025, the Company settled this contract for a realized gain of $ 11.1 million, of which $ 9.3 million were recorded as unrealized gains in prior periods, with a total impact of $ 1.8 million in the current quarter.

On June 5, 2025, the Company through Sadot Agri-Foods, entered into a forward purchase contract for the purchase of 45,000 MTs of soybean oil.

Sadot Agri-Foods will purchase 45,000 MTs from a third-party in January 2026, which is the executed contract date.

The purchase price for these MTs is $ 1,037.71 per MT, or $ 46.7 million in the aggregate.

This contract was determined to be a derivative in accordance with ASC 815, but was not designated as a hedging instrument.

As a result, the Company accounts for it using mark-to-market accounting, with changes in fair value recognized in current period earnings.

Refer to Note 2 – Significant accounting policies, Note 19 – Fair value measurement and Note 20 – Financial instruments for additional information regarding the Derivative liability.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Consulting Agreements

On November 14, 2022 (the “Effective Date”), the Company, Sadot LLC and Aggia LLC FC, a company formed under the laws of United Arab Emirates (“Aggia”) entered into a Services Agreement (the “Services Agreement”) whereby Sadot LLC engaged Aggia to provide certain advisory services to Sadot Agri-Food for creating, acquiring and managing Sadot Agri Foods' business of wholesaling food and engaging in the purchase and sale of physical food commodities.

As consideration for Aggia providing the services to Sadot Agri-Food, the Company agreed to issue shares of common stock of the Company, par value $ 0.0001 per share, to Aggia subject to Sadot Agri-Food generating net income measured on a quarterly basis at per share price of $ 15.6250 , subject to equitable adjustments for any combinations or splits of the common stock occurring following the Effective Date.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

common stock occurring following the Effective Date.

Upon Sadot Agri-Food generating net income for any fiscal quarter, the Company shall issue Aggia a number of shares of common stock equal to the net income for such fiscal quarter divided by the per share price (the “Shares”).

13 unchanged sentences

Following the Share Repurchase Date, in the event that there is net income for any fiscal quarter, then an amount equal to 40 % of the net income shall accrue as debt payable by Sadot Group to Aggia (the “Debt”), until such Debt has reached a maximum of $ 71.5 million.

Additionally, for the three months ended March 31, 2025, the Company reimbursed Aggia for all operating costs related to Sadot Agri-Foods' of $ 0.8 million.

For the three months ended March 31, 2024, operating costs related to Sadot Agri-Foods' of $ 1.1 million.

The Company had accrued a sales tax liability for approximately $ 2.0 thousand and $ 2.0 thousand as of March 31, 2025, and December 31, 2024, respectively.

Aggia waived the vesting of their shares for the three months ended June 30, 2025.

Additionally, for the three and six months ended June 30, 2025, the Company reimbursed Aggia for all operating costs related to Sadot Agri-Foods' of $ 0.8 million and $ 1.5 million, respectively.

For the three and six months ended June 30, 2024, operating costs related to Sadot Agri-Foods' of $ 1.0 million and $ 2.1 million, respectively.

The Company had accrued a sales tax liability for approximately $ 1.7 thousand and $ 2.0 thousand as of June 30, 2025, and December 31, 2024, respectively.

All current state and local sales taxes from January 1, 2018, for open Company-owned locations have been fully paid and in a timely manner.

Employment Agreements

On May 28, 2025, the Company entered into an Employment Agreement with Chagay Ravid, ("Mr.

During the term of the Employment Agreement, Mr.

Ravid will serve as Chief Executive Officer of the Company and will be entitled to a base salary at the annualized rate of $ 200,000 .

Ravid will receive a one-time grant of $ 100,000 in restricted stock grants vesting in four equal quarterly installments.

The restricted stock grant vests quarterly over one year in equal quarterly installments commencing October 1, 2025 which will be priced as of the start date.

Ravid is terminated by the Company for any reason other than cause Mr.

Ravid will be entitled to a severance package of 12 months of salary.

Litigations, Claims and Assessments

3 unchanged sentences

Notes to the Condensed Consolidated Financial Statements (Unaudited)

parties are invalid under Zambian law, and seeks rescission of these agreements, return of assets, and damages of approximately $ 6.7 million USD and 0.2 million Zambian Kwacha ($ 6.0 thousand USD as of March 31, 2025).

Sadot LLC has filed a response denying all allegations and has asserted substantial counterclaims.

The counterclaims seek a declaration that the agreements are valid and enforceable, specific performance of the agreements, injunctive relief to protect contractual rights, damages for breach of contract, reputational damages, damages for loss of use of land, punitive damages of approximately 5.0 million Zambian Kwacha ($ 0.2 million USD as of March 31, 2025), interest, and costs.

The matter was scheduled for a Status Conference on May 9, 2025, which has been adjourned to June 13, 2025.

Sadot LLC is preparing to file an application to stay proceedings and refer the matter to arbitration pursuant to the dispute resolution mechanism in the parties' agreement, as well as seeking injunctive relief to protect its interests in the joint venture.

As of August 2, 2025, the Company considers that all attempts of mediation were considered failed.

The without prejudice mediation proceedings have therefore concluded.

Sadot LLC filed for an injunction seeking court injunctions against their joint venture partner Cropit over serious breaches of their 2023 Joint Venture Agreement.

Sadot asked the court to stop Cropit from:

misappropriating company funds (approximately $ 0.4 million already spent without authorization), blocking access to farms and financial records, unilaterally hiring/firing staff, and making unauthorized high-value commitments.

Sadot is demanding Cropit transfer five parcels of farmland to the joint venture company as contractually obligated - land transfers that Cropit has withheld despite Sadot already paying to discharge ABSA Bank's charges per the terms of the Joint Venture Agreement.

Sadot claims these breaches have caused losses exceeding $ 1.6 million, prevented bank financing, and resulted in the loss of a potential investment funds.

Sadot also intends to pursue damages under arbitration pursuant the International Chamber of Commerce rules.

Management, in consultation with legal counsel, believes Sadot LLC has reasonably favorable prospects of success with respect to this matter and intends to vigorously defend against the claims while pursuing its counterclaims.

11 unchanged sentences

While the Company believes it has meritorious defenses, it cannot predict the outcome of this matter or reasonably estimate the potential loss at this time.

Therefore, no contingent liability has been recorded as of March 31, 2025.

Therefore, no contingent liability has been recorded as of June 30, 2025.

On August 1, 2025, the court dismissed Lombard’s third motion in its entirety and the case will now be fixed for a hearing to deal with Sadot’s motion to dismiss the claims advanced by Lombard.

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business.

3 unchanged sentences

On November 7, 2023, the Company received notice from The Nasdaq Stock Market (“Nasdaq”) that the closing bid price for the Company’s common stock had been below $1.00 per share for the previous 30 consecutive business days, and that the Company was therefore not in compliance with the minimum bid price requirement for continued inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Rule”).

The notice indicated that the Company will have 180 calendar days, until May 6, 2024, to regain compliance with this requirement.

The notice indicated that the Company would have 180 calendar days, until May 6, 2024, to regain compliance with this requirement.

On April 29, 2024, the Company submitted a request to Nasdaq requesting an additional 180 days to regain compliance.

On May 7, 2024, the Company received notice from Nasdaq that the request for an additional 180 days to regain compliance was approved.

The Company was eligible to regain compliance with the $1.00 minimum bid listing requirement if the closing bid price of its common stock is at least $1.00 per share for a minimum of ten (10) consecutive business days during the 180-day compliance period.

To qualify, the Company was required to meet the continued listing requirement for market value of the Company's publicly held shares and all other Nasdaq initial listing standards, except the bid price requirement, and was required to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period.

On May 7, 2024, the Company received notice from Nasdaq that the request for an additional 180 days to

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

regain compliance was approved.

On October 9, 2024, the Company filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State to effect the Reverse Stock Split, which became effective 12:01 am eastern on October 18, 2024.

5 unchanged sentences

The Company’s common stock began trading on a split-adjusted basis on Nasdaq at the commencement of trading on October 18, 2024 under the Company’s existing symbol “SDOT.” The Company’s common stock has been assigned a new CUSIP number of 627333305 in connection with the Reverse Stock Split.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Reportable Operating Segments

2 unchanged sentences

The CODM, identified as the Chief Executive Officer, regularly reviews discrete financial information for the Sadot Food Services and Sadot Agri-Foods segments to assess performance and make operational decisions.

The following table sets forth the results of operations for the relevant segments for the three months ended March 31, 2025:

For the Three Months Ended March 31, 2025

The following table sets forth the results of operations for the relevant segments for the three and six months ended June 30, 2025:

For the Three Months Ended June 30, 2025

Sadot food service Sadot agri-foods Corporate adj.

2 unchanged sentences

Commodity sales — 114,338 — 114,338

Other revenues — 52 — 52

Cost of goods sold — ( 109,403 ) — ( 109,403 )

5 unchanged sentences

Interest income / (expense), net — 53 ( 1,290 ) ( 1,237 )

Loss on debt extinguishment — — ( 192 ) ( 192 )

Income / (loss) for continuing operations before income tax — 3,337 ( 2,996 ) 341

Income tax expense — — — —

Net income / (loss) for continuing operations — 3,337 ( 2,996 ) 341

Loss for discontinued operations, net of income tax ( 55 ) — — ( 55 )

Net income / (loss) ( 55 ) 3,337 ( 2,996 ) 286

Net loss attributable to non-controlling interest — 103 — 103

Net income / (loss) attributable to Sadot Group Inc.

( 55 ) 3,440 ( 2,996 ) 389

Total assets 4,927 125,472 230 130,629

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Six Months Ended June 30, 2025

Sadot food service Sadot agri-foods Corporate adj.

Total segments

$’000 $’000 $’000 $’000

Commodity sales — 246,506 — 246,506

Other revenues — 52 — 52

Cost of goods sold — ( 235,559 ) — ( 235,559 )

Gross profit — 10,999 — 10,999

Depreciation and amortization expenses — ( 52 ) ( 2 ) ( 54 )

Stock-based expenses — — ( 1,847 ) ( 1,847 )

Sales, general and administrative expenses — ( 3,462 ) ( 2,390 ) ( 5,852 )

Income / (loss) from operations — 7,485 ( 4,239 ) 3,246

Interest expense, net — ( 700 ) ( 2,078 ) ( 2,778 )

Change in fair value of stock-based compensation — — 778 778

Loss on debt extinguishment — — ( 192 ) ( 192 )

Income / (loss) for continuing operations before income tax — 6,785 ( 5,731 ) 1,054

9 unchanged sentences

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The following table sets forth the results of operations for the relevant segments for the three months ended March 31, 2024:

For the Three Months Ended March 31, 2024

The following table sets forth the results of operations for the relevant segments for the three and six months ended June 30, 2024:

For the Three Months Ended June 30, 2024

Sadot food service Sadot agri-foods Corporate adj.

8 unchanged sentences

Income / (loss) from operations — 4,849 ( 2,775 ) 2,074

Interest income / (expense), net — ( 407 ) 179 ( 228 )

Interest expense , net — ( 131 ) ( 877 ) ( 1,008 )

Change in fair value of stock-based compensation — — 1,214 1,214

2 unchanged sentences

Net income / (loss) for continuing operations — 4,718 ( 2,443 ) 2,275

Income for discontinued operations, net of income tax 42 — — 42

Net income / (loss) 42 4,718 ( 2,443 ) 2,317

Net loss attributable to non-controlling interest — 52 — 52

Net income / (loss) attributable to Sadot Group Inc.

42 4,770 ( 2,443 ) 2,369

Total assets 6,335 152,503 6,936 165,774

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Six Months Ended June 30, 2024

Sadot food service Sadot agri-foods Corporate adj.

Total segments

$’000 $’000 $’000 $’000

Commodity sales — 279,800 — 279,800

Cost of goods sold — ( 271,202 ) — ( 271,202 )

Gross profit — 8,598 — 8,598

Depreciation and amortization expenses — ( 183 ) — ( 183 )

Stock-based expenses — — ( 2,717 ) ( 2,717 )

Sales, general and administrative expenses — ( 1,577 ) ( 1,516 ) ( 3,093 )

Income / (loss) from operations — 6,838 ( 4,233 ) 2,605

Interest expense , net — ( 185 ) ( 1,051 ) ( 1,236 )

Change in fair value of stock-based compensation — — 1,691 1,691

Income / (loss) for continuing operations before income tax — 6,653 ( 3,593 ) 3,060

Income tax expense — — ( 7 ) ( 7 )

Net income / (loss) for continuing operations — 6,653 ( 3,600 ) 3,053

Loss for discontinued operations, net of income tax ( 1,049 ) — — ( 1,049 )

8 unchanged sentences

Fair Value Measurement

The following tables presents information about the Company's assets and liabilities that are measured at fair value on a recurring basis at March 31, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

March 31, 2025

The following tables presents information about the Company's assets and liabilities that are measured at fair value on a recurring basis on June 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

June 30, 2025

Level 1 Level 2 Level 3 Total

$’000 $’000 $’000 $’000

Financial liabilities:

Financial assets:

Derivative asset — 46,697 — 46,697

Derivative contracts — 5,784 — 5,784

— 52,481 — 52,481

Financial liabilities:

Derivative liability — 46,697 — 46,697

— 46,697 — 46,697

Sadot Group, Inc.

11 unchanged sentences

— 92,154 — 92,154

There were no transfers between fair value levels during the three months ended March 31, 2025.

There were no transfers between fair value levels during the three and six months ended June 30, 2025.

See Note 17 – Commitments and contingencies and Note 20 – Financial instruments for details related to the Derivative liability being fair valued using Level 2 inputs.

Derivative Liability

The Derivative liability is primarily related to open hedging positions as of March 31, 2025.

The fair value of the Derivative liability is based on quoted prices for similar assets and liabilities in active market or inputs that are observable which represent Level 2 measurements within the fair value hierarchy and is based on observable prices for similar assets sourced by an independent marketplace.

Derivative Contracts

The Derivative contracts is primarily related to open hedging positions.

The fair value of the Derivative contracts is based on quoted prices for similar assets and liabilities in active market or inputs that are observable which represent Level 2 measurements within the fair value hierarchy and is based on observable prices for similar assets sourced by an independent marketplace.

Please refer to Note 2 – Significant accounting policies for additional information on ASC 815 leveling.

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We earn our gross profit margin through our business operations and not from the movement of commodity prices.

The Company’s assets and liabilities related to unrealized gains or losses on fair value hedges measured at fair value at March 31, 2025 and December 31, 2024 are as follows:

Derivatives designated as fair value hedges Balance Sheet Location March 31, 2025 December 31, 2024

The Company’s assets and liabilities related to unrealized gains or losses on fair value hedges measured at fair value on June 30, 2025 and December 31, 2024 are as follows:

Derivatives designated as fair value hedges Balance Sheet Location June 30, 2025 December 31, 2024

Asset (liability) derivatives:

2 unchanged sentences

The table below summarizes the realized gain or (loss) on the Company’s derivative instruments that are designated as fair value hedges and their location in the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Income / (Loss):

Three Months Ended March 31,

Three Months Ended June 30,

Derivatives in hedging relationships Location of Gain / (Loss) Recognized 2025 2024

1 unchanged sentence

Total ( 167 ) 529

From time to time we may enter into forward sales contracts that do not meet the definition or qualify for hedge accounting.

Forward sales contracts are derivatives that were entered into to sell goods at a later date at a fixed or determinable price for a specific period.

Forward sales contracts are recognized on the balance sheet at the value of the contract and the difference in the fair value and derivative liability is recorded as an unrealized gain on derivative contracts or unrealized loss on derivative contracts.

If the underlying commodity price increases, we suffer a mark to market loss and have a derivative liability.

Conversely, if the commodity price decreases, we have a hedging gain and recognize a unrealized gain on derivative contract.

Six Months Ended June 30,

Derivatives in hedging relationships Location of Gain / (Loss) Recognized 2025 2024

Derivative contracts Cost of goods sold ( 31 ) 518

Total ( 31 ) 518

From time to time we may enter into forward purchase and sales contracts that do not meet the definition or qualify for hedge accounting.

Forward purchase and sales contracts are derivatives that were entered into to purchase or sell goods at a later date at a fixed or determinable price for a specific period.

For forward sale contracts, if the underlying commodity price increases, we suffer a mark to market loss and have a derivative liability.

Conversely, if the commodity price decreases, we have a hedging gain and recognize an unrealized gain on derivative contract.

The difference in the fair value of the forward purchase contract and the contractual amount is recorded as an unrealized gain or loss on derivative contracts through cost of goods sold.

As part of our business we also engage in the purchase, sale and distribution of food and feed products.

1 unchanged sentence

As such, any decline in pricing for such products may adversely impact our profitability.

The follow table sets forth the fair value of derivatives not designated as hedging instruments as of March 31, 2025 and December 31, 2024:

Derivatives Balance Sheet Location March 31, 2025 December 31, 2024

The follow table sets forth the fair value of derivatives not designated as hedging instruments as of June 30, 2025 and December 31, 2024:

Derivatives Balance Sheet Location June 30, 2025 December 31, 2024

Asset (liability) derivatives:

6 unchanged sentences

The table below summarizes the realized g ain or (loss) on the Company’s derivative instruments that are not designated as hedges and their location in the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Income / (Loss):

Three Months Ended March 31,

Three Months Ended June 30,

Derivatives Location of Gain / (Loss) Recognized 2025 2024

1 unchanged sentence

Total 5,784 3,275

Six Months Ended June 30,

Derivatives Location of Gain / (Loss) Recognized 2025 2024

Derivative contracts Cost of goods sold 8,812 6,534

Total 8,812 6,534

See Note 17 – Commitments and contingencies for additional information.

2 unchanged sentences

Under the 2021 Plan, the Company reserved 150,000 shares of common stock for issuance.

As of March 31, 2025, 65,643 shares have been issued and 71,857 options to purchase shares have been awarded under the 2021 Plan.

As of June 30, 2025, 65,643 shares have been issued and 54,357 options to purchase shares have been awarded under the 2021 Plan.

The Company’s board of directors and shareholders approved and adopted on February 28, 2023, the 2023 Equity Incentive Plan (“2023 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing.

Under the 2023 Plan, the Company reserved 250,000 shares of common stock for issuance.

As of March 31, 2025, 242,404 shares have been issued and 6,893 option to purchase shares have been awarded under the 2023 Plan.

As of June 30, 2025, 242,404 shares have been issued and 6,893 option to purchase shares have been awarded under the 2023 Plan.

The Company’s board of directors and shareholders approved and adopted on December 20, 2023, the 2024 Equity Incentive Plan (“2024 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing.

Under the 2024 Plan, the Company reserved 750,000 shares of common stock for issuance.

As of March 31, 2025, 593,614 shares have been issued under the 2024 Plan.

As of June 30, 2025, 682,133 shares have been issued under the 2024 Plan.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Common Stock Issuances

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On January 11, 2024, the Company authorized the issuance of 27,891 shares of common stock in connection with the conversion of notes payable.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

On January 22, 2024, the Company authorized the issuance of 30,577 shares of common stock in connection with the conversion of notes payable.

8 unchanged sentences

On March 31, 2025, the Company vested 79,342 shares of common stock to Aggia as consulting fees earned during the first quarter of 2025.

On April 25, 2025, the company exchanged a note payable of $ 25.0 thousand for 18,939 shares of common stock.

On April 30, 2025, the company exchanged a note payable of $ 0.1 million for 49,242 shares of common stock.

On May 6, 2025, the company exchanged a note payable of $ 0.1 million for 42,735 shares of common stock.

On May 12, 2025, the company exchanged a note payable of $ 0.1 million for 48,558 shares of common stock.

On May 14, 2025, the company exchanged a note payable of $ 0.1 million for 57,692 shares of common stock.

On May 19, 2025, the company exchanged a note payable of $ 0.2 million for 150,000 shares of common stock.

On May 28, 2025, the company exchanged a note payable of $ 0.1 million for 104,167 shares of common stock.

On June 2, 2025, the company exchanged a note payable of $ 0.1 million for 111,111 shares of common stock.

On June 10, 2025, the company exchanged a note payable of $ 0.2 million for 166,667 shares of common stock.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

On June 12, 2025, the company exchanged a note payable of $ 0.3 million for 300,000 shares of common stock.

On June 15, 2025, the company exchanged a note payable of $ 0.2 million for 190,000 shares of common stock.

On June 30, 2025, the Company authorized the issuance of 77,698 shares of common stock to consultants for services rendered.

Preferred Stock

Our authorized preferred stock consists of 10,000,000 shares of preferred stock, $ 0.0001 par value per share.

As of March 31, 2025 there are no shares of preferred stock currently issued and outstanding.

As of June 30, 2025 there are no shares of preferred stock currently issued and outstanding.

Restricted Share Awards

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provided, however, Shares not earned or purchased may not be transferred, offered, pledged, sold, subject to a contract to sell, granted any options for the sale of or otherwise disposed of, directly or indirectly.

The total RSA's vested for Aggia for the three months ended March 31, 2025 were 79,342 .

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

At March 31, 2025, there were 641,711 restricted share awards outstanding awarded to employees, consultants and the board of directors.

Aggia permanently waived the vesting of RSA's for the three months ended June 30, 2025.

The total RSA's vested for Aggia for the six months ended June 30, 2025 were 79,342 .

On June 30, 2025, there were 553,940 restricted share awards outstanding awarded to employees, consultants and the board of directors.

A summary of the activity related to the restricted share awards, is presented below:

4 unchanged sentences

Vested ( 247,098 ) 9.70

Unvested at March 31, 2024 1,049,470 9.32

Unvested at June 30, 2024 876,379 9.32

Unvested at December 31, 2024 640,329 7.08

2 unchanged sentences

Vested ( 234,371 ) 6.40

Unvested at March 31, 2025 641,711 5.86

Unvested at June 30, 2025 553,940 5.96

Change in fair value of stock-based compensation on the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Income / (Loss) is made up of the difference between the agreed upon issuance price, per the servicing agreement with Aggia and the market price on the day of issuance.

Change in fair value of stock-based compensation was $ 0.8 million and $ 0.5 million for the three months ended March 31, 2025, and 2024, respectively.

Change in fair value of stock-based

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

compensation was nil and $ 1.2 million for the three months ended June 30, 2025, and 2024, respectively, and $ 0.8 million and $ 1.7 million for the six months ended June 30, 2025 and 2024, respectively.

See Note 17 – Commitments and contingencies for further details on Restricted Share Awards.

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Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

A summary of option activity is presented below:

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Forfeited 15.10 ( 1,500 ) N/A —

Outstanding, March 31, 2024 11.00 81,250 3.92 —

Exercisable and vested, March 31, 2024 9.70 24,752 3.77 —

Outstanding, June 30, 2024 10.90 81,250 3.67 —

Exercisable and vested, June 30, 2024 9.80 28,812 3.55 —

Outstanding, December 31, 2024 10.84 81,250 4.26 —

2 unchanged sentences

Forfeited 10.94 ( 20,000 ) N/A —

Outstanding, March 31, 2025 10.70 78,750 2.76 —

Exercisable and vested, March 31, 2025 9.97 39,864 2.69 —

A summary of warrants activity during the three months ended March 31, 2025 and 2024 is presented below:

Outstanding, June 30, 2025 10.80 61,250 2.57 —

Exercisable and vested, June 30, 2025 10.15 33,927 2.50 —

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

A summary of warrants activity during the six months ended June 30, 2025 and 2024 is presented below:

Weighted-average

7 unchanged sentences

Forfeited 29.10 ( 135,814 ) N/A —

Outstanding, March 31, 2024 19.40 1,705,625 2.41 —

Exercisable, March 31, 2024 19.40 1,705,625 2.41 —

Outstanding, June 30, 2024 18.90 1,602,175 2.31 —

Exercisable, June 30, 2024 18.90 1,602,175 2.31 —

Outstanding, December 31, 2024 18.62 1,593,020 1.82 —

2 unchanged sentences

Forfeited 60.00 ( 12,321 ) N/A —

Outstanding, March 31, 2025 18.30 1,580,699 1.58 —

Exercisable, March 31, 2025 18.30 1,580,699 1.58 —

Outstanding, June 30, 2025 18.30 1,580,699 1.34 —

Exercisable, June 30, 2025 18.30 1,580,699 1.34 —

Stock-Based Compensation Expense

Stock-based compensation related to restricted stock issued to employees, directors and consultants amounted to $ 1.4 million for the three months ended March 31, 2025, of which $ 0.2 million, were executive compensation, $ 0.1 million were given to the board of directors, $ 0.2 million were given to consultants for services rendered and $ 1.0 million were stock-based consulting expenses paid to related party.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Stock-based compensation related to restricted stock issued to employees, directors and consultants, warrants and warrants to consultants amounted to $ 0.8 million for the three months ended March 31, 2024, of which $ 45.5 thousand, were executive compensation, $ 36.1 thousand, were given to the board of directors, $ 0.1 million were given to consultants for services rendered and $ 0.6 million were stock-based consulting expenses paid to related party.

Stock-based compensation related to restricted stock issued to employees, directors and consultants amounted to $ 0.4 million for the three months ended June 30, 2025, of which $ 0.1 million, were executive compensation, $ 0.1 million were given to the board of directors, $ 0.2 million were given to consultants for services rendered and nil were stock-based consulting expenses paid to related party.

Stock-based compensation related to restricted stock issued to employees, directors and consultants, warrants and warrants to consultants amounted to $ 1.9 million for the three months ended June 30, 2024, of which $ 0.1 million, were executive compensation, $ 35.2 thousand, were given to the board of directors, $ 0.1 million were given to consultants for services rendered and $ 1.7 million were stock-based consulting expenses paid to related party.

Stock-based compensation related to restricted stock issued to employees, directors and consultants amounted to $ 1.8 million for the six months ended June 30, 2025, of which $ 0.3 million, were executive compensation, $ 0.2 million were given to the board of directors, $ 0.4 million were given to consultants for services rendered and $ 1.0 million were stock-based consulting expenses paid to related party.

Stock-based compensation related to restricted stock issued to employees, directors and consultants, warrants and warrants to consultants amounted to $ 2.7 million for the six months ended June 30, 2024, of which $ 0.1 million, were executive compensation, $ 0.1 million were given to the board of directors, $ 0.2 million were given to consultants for services rendered and $ 2.4 million were stock-based consulting expenses paid to related party.

Sadot Group, Inc.

9 unchanged sentences

The shareholders of the Company subsequently approved an increase in the authorized shares of common stock from 15,000,000 to 20,000,000 at the Company’s Annual Meeting held on December 20, 2023.

As of March 31, 2025, Aggia owned 11.2 % of the Company's common stock.

During the three months ended March 31, 2025, the Company recorded Stock-based consulting expense of $ 1.0 million to its related party, Aggia for consulting services rendered.

During the three months ended March 31, 2024, the Company recorded Stock-based consulting expense of $ 0.6 million to its related party, Aggia for consulting services rendered.

Additionally, for the three months ended March 31, 2025, the Company reimbursed Aggia for all operating costs related to Sadot Agri-Foods of $ 0.8 million.

For the three months ended March 31, 2024, the Company reimbursed Aggia for all operating costs related to Sadot Agri-Foods of $ 1.1 million.

On September 19, 2024, the Company received a loan from a related party, in an arms length transaction, of $ 0.6 million, with a discount of $ 0.1 million, that matures on April 10, 2025.

This loan has been extended until July 18, 2025.

As of June 30, 2025, Aggia owned 9.2 % of the Company's common stock.

During the three and six months ended June 30, 2025, the Company recorded Stock-based consulting expense of nil and $ 1.0 million to its related party, Aggia for consulting services rendered.

During the three and six months ended June 30, 2024, the Company recorded Stock-based consulting expense of $ 1.7 million and $ 2.4 million to its related party, Aggia for consulting services rendered.

Additionally, for the three and six months ended June 30, 2025, the Company reimbursed Aggia for all operating costs related to Sadot Agri-Foods of $ 0.7 million and $ 1.5 million, respectively.

For the three and six months ended June 30, 2024, the Company reimbursed Aggia for all operating costs related to Sadot Agri-Foods of $ 1.0 million and $ 2.1 million, respectively.

On September 19, 2024, the Company received a loan from a related party, in an arm's length transaction, of $ 0.6 million, with a discount of $ 0.1 million, that matured on April 10, 2025.

The maturity was extended until July 18, 2028 for an increase in principal of $ 0.3 million, which was the same terms as an unrelated party loan extension.

This maturity has been extended until December 31, 2025, for immediate payment of $ 0.1 million towards principal balance, which was the same terms as an unrelated party loan extension, see Note 23 – Subsequent events for additional details.

On March 26, 2025, SGI launched Sadot South Korea and retained a 70 % controlling interest.

1 unchanged sentence

In addition, she is paid compensation for her services in Sadot South Korea.

As of March 31, 2025, 17,037 shares of stock was issued to the board member as compensation for services related to Sadot South Korea from January 6, 2025 through March 31, 2025.

As of June 30, 2025, 55,886 shares of stock were issued to the board member as compensation for services related to Sadot South Korea from January 6, 2025 through June 30, 2025.

The Company will continue to monitor and evaluate its related party transactions to ensure that they are conducted in accordance with applicable laws and regulations and in the best interests of the Company and its shareholders.

2 unchanged sentences

Subsequent Events

Service Agreement

Effective April 1, 2025, Sadot Canada, has entered into a management services agreement with Big Sky Milling.

Under the agreement, Sadot Canada will provide full-scale management services to Big Sky Milling, supporting its operations and driving growth across its business.

In return, Sadot Canada will earn a monthly service fee for its management services.

The agreement also grants Sadot Canada access to Big Sky Milling's state-of-the-art facility in Bowden, Alberta for transloading and toll processing activities in support of its growing export operations, providing access to a strategically located facility in a key growing region in Canada.

On April 30, 2025, the service agreement with Buenaventura to run the day to day operation of Sadot Latam was terminated.

Notes Payable

Two loans, one to a related party, that are secured by the sale of the Sadot Food Services were extended from April 10, 2025, until July 18, 2025, for an additional $ 1.0 million.

On April 24, 2025, the Company entered into a new merchant cash advance for $ 1.9 million and paid off the previous advance of $ 1.0 million.

On April 25, 2025, the company exchanged a note payable of $ 25.0 thousand for 18,939 shares of common stock.

On April 30, 2025, the company exchanged a note payable of $ 0.1 million for 49,242 shares of common stock.

On May 6, 2025, the company exchanged a note payable of $ 0.1 million for 42,735 shares of common stock.

On May 9, 2025, the Company entered into a new merchant cash advance for $ 0.5 million.

On May 12, 2025, the company exchanged a note payable of $ 0.1 million for 48,558 shares of common stock.

Investment in Carbon Credit Project

On July 22, 2025, the Company, entered an agreement to acquire an equity stake in PT Green Bomas Indonesia ("Bomas").

Bomas has advised that the project is expected to generate between 1.1 and 1.2 million carbon credits in its first issuance cycle, verified under internationally recognized methodologies.

The project focuses on the restoration and long-term protection of peatland and mangrove ecosystems.

In consideration, the Company paid a purchase price of $ 13.4 million through the assignment of accounts receivable.

On July 23, 2025, the Company consummated a public offering of 2,500,000 shares of common stock, par value $ 0.0001 per share (the “Shares”), for a purchase price of $ 1.00 per Share, resulting in aggregate gross proceeds of approximately $ 2.5 million, before deducting placement agent fees and other offering expenses.

The Company intends to use the net proceeds from the sale of its securities for general corporate purposes, working capital and the repayment of debt in the approximate amount of $ 1.1 million, which includes a payment in the amount of $ 0.1 million of the proceeds of the offering to Jennifer Black, the Company’s Chief Financial Officer, to reduce the principal amount of a promissory note payable to Ms.

The offering closed on July 25, 2025.

The Shares were offered and sold by the Company pursuant to the Company’s Registration Statement on Form S-3 (File No.

333-281842) filed by the Company with the U.S.

Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, on August 29, 2024, and declared effective by the SEC on September 19, 2024 (the “Registration Statement”), and a prospectus supplement dated July 23, 2025.

In connection with the offering, on July 23, 2025, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with ThinkEquity LLC (the “Placement Agent”), pursuant to which the Company agreed to issue and sell directly to investors, on a best efforts basis, the Shares at a purchase price of $ 1.00 per Share.

Pursuant to the Placement Agency Agreement, the Company agreed that, for a period of 90 days from the date of the Placement Agency Agreement, it will not (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company;

(ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company;

(iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, subject to certain exceptions as more fully described in the Placement Agency Agreement.

In addition, the directors and officers of the Company agreed to be subject to a similar lockup restriction for a period of 180 days from the date of the Placement Agency Agreement, subject to certain exceptions as more fully described in the Placement Agency Agreement.

As part of its compensation for acting as Placement Agent for the offering, the Company paid the Placement Agent a cash fee of 7.0 % of the aggregate gross proceeds in this offering.

In addition, the Company paid a non-accountable expense allowance to the Placement Agent equal to 1 % of the gross proceeds in the offering and paid certain expenses of the Placement Agent, up to a maximum of $ 0.2 million.

In addition, the Company issued the Placement Agent and its designees warrants to purchase an aggregate of 125,000 shares of common stock representing 5 % of the shares of common stock sold in the offering (“Placement Agent’s Warrants”).

The Placement Agent’s Warrants are exercisable at a per shares of common stock price equal to $ 1.25 (or 125 % of the assumed public offering price per share of common stock in this offering).

The Placement Agent’s Warrants are exercisable at any time and from time to time, in whole or in part, commencing on the commencement of sales of the shares of common stock in the offering and expire on the date that is five years following the commencement of sales of shares of common stock in the offering.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Note Amendments

On July 23, 2025, the Company entered into an amendment (the “October 2024 Amendment”) to the convertible promissory note originally issued on October 22, 2024 in the principal amount of $ 1.4 million (as previously amended and extended to a principal amount of $ 2.0 million, the “October 2024 Note”).

The October 2024 Amendment modified the October 2024 Note by extending the maturity date to December 31, 2025.

In addition, pursuant to the October 2024 Amendment, the conversion price was amended to equal $ 1.00 and the Company agreed to use $ 0.3 million of the net proceeds from the offering to repay a portion of the October 2024 Note, to make monthly payments of $ 0.1 million starting September 30, 2025 and to apply six percent ( 6 %) of the net proceeds from any future capital raise for the repayment of October 2024 Note.

The October 2024 Purchaser also agreed to a 90-day lock-up period following the closing of the offering, restricting the transfer or sales of the Company’s common stock or convertible securities owned by the October 2024 Purchaser.

On July 23, 2025, the Company entered into an amendment (the “Black Amendment”) to the promissory note originally issued on October 22, 2024 to Jennifer Black, the Company’s Chief Financial Officer, in the principal amount of $ 0.6 million (as previously amended and extended to a principal amount of $ 0.9 million, the “Black Note”).

The Black Amendment modifies certain terms of the Black Note as follows:

(i) extends the Maturity Date of the Black Note from July 18, 2025, to December 31, 2025 and (ii) removes the ability of Ms.

Black to convert the Black Note into shares of common stock.

Further, at the closing of the offering, the Company agreed to pay Ms.

Black the lesser of $ 0.2 million or 5 % of the proceeds from the offering.

Total amount that was paid to Ms.

Black from the offering was $ 0.1 million.

On July 23, 2025, the Company entered into an Amendment and Waiver (the “December 2024 Amendments”) with certain institutional investors (“December 2024 Purchasers”), amending the Purchase Agreement (the “December 2024 Agreement”) and the convertible senior notes originally issued on December 3, 2024 in the aggregate principal amount of $ 3.8 million (the “December 2024 Notes”).

Pursuant to the December 2024 Amendments, among other things:

• The maturity date of the December 2024 Notes was extended from December 4, 2025 to December 31, 2025.

• The conversion price of the December 2024 Note was amended to be equal $ 1.00 .

• The Company agreed to use $ 0.8 million of the net proceeds from the offering to repay a portion of the December 2024 Notes and to make monthly payments of $ 0.2 million starting September 30, 2025, which will increase to $ 0.4 million upon repayment of October 2024 Note.

• The Company is obligated to use 19 % of the net proceeds of any future capital raises (other than this offering) to repay the outstanding balance of the December 2024 Notes.

• The conversion of the December 2024 Notes are limited such that the number of shares issued upon conversion will not exceed 19.9 % of the Company’s outstanding common stock unless stockholder approval is obtained or is not required pursuant to applicable Nasdaq rules.

• The Company has agreed to use its best efforts to obtain stockholder approval to remove the Nasdaq Conversion Cap prior to the December 2024 Note’s maturity date.

• The Company agreed, while the December 2024 Notes are outstanding, not to issue or sell any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of the Company’s common stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of the Company’s common stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the Company’s business or the market for the Company’s common stock or (ii) enters into, or effects a transaction under, any agreement, including, but not limited to, an equity line of credit or an “at the market offering”.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

• The December 2024 Purchasers waived certain rights and provisions under the December 2024 Notes and December 2024 Agreement in connection with the offering and certain payments to other noteholders described above in connection with the offering, including the Most Favored Nation provision.

Additionally, the December 2024 Amendments contain a lock-up provision prohibiting the December 2024 Purchasers from selling or otherwise disposing of Company common stock or related securities owned by the December 2024 Purchasers for a period of 90 days following execution of the December 2024 Amendments.

Closure of Sadot Korea

On July 25, 2025, the Company closed its 70 % owned subsidiary, Sadot Korea, due to changing market conditions.

Executive Officer Changes

On August 1, 2025, the Company announced the appointment of Paul Sansom as its Chief Financial Officer, effective August 1, 2025, following the resignation of Jennifer Black as Chief Financial Officer of the Company on July 28, 2025.

Black’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Black agreed to serve as a consultant to the Company for 60 days for nominal consideration.

Sansom, age 60, previously served as a member of the Company’s Board of Directors and its Audit Committee.

Concurrent with his appointment as CFO, Mr.

Sansom resigned from the Board of Directors and the Audit Committee, effective August 1, 2025.

Sansom’s resignation was not due to any disagreement with the Company on any matter relating to its operations, policies, or practices.

On August 1, 2025, the Company entered into an employment agreement with Mr.

Sansom (the “Employment Agreement”).

Under the terms of the Employment Agreement, Mr.

Sansom will receive an annual base salary of $ 0.2 million for the first six months of employment.

At the end of the six month period, the Board of Directors shall review business key performance indicators, and subject to satisfactory performance, shall increase the base salary to a minimum of $ 0.4 million per year, as confirmed by the Board's compensation committee.

Such increased salary shall be effective from the first day of the seventh month of employment.

Sansom will be eligible for an annual performance bonus based on criteria to be determined by the Company’s Board of Directors.

Sansom will also receive a grant of restricted shares valued at $ 0.1 million, which will vest in equal quarterly installments beginning October 1, 2025, subject to continued employment and satisfactory performance.

The Employment Agreement provides for standard benefits, expense reimbursement, and participation in the Company’s employee benefit plans.

Sansom’s employment is terminated by the Company without cause or by Mr.

Sansom for good reason, and subject to the execution of a general release, he will be entitled to severance pay equal to 12 months of his base salary.

The Agreement also includes customary provisions regarding confidentiality, non-solicitation, non-competition, intellectual property assignment, and cooperation with legal proceedings.

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-Q

Item 1. Financial Statements