What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-14 compared with 2025-05-14 · 225 added, 65 removed, 255 unchanged (53% of the section changed)

1 unchanged sentence

Preliminary Note

The following Management’s Discussion and Analysis (“MD&A”), prepared as of May 14, 2025, should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements of Sadot Group Inc.

("Sadot Group"), for the three months ended March 31, 2025, together with the audited financial statements of the Company for the year ended December 31, 2024 and the accompanying MD&A for that fiscal year appearing in our Annual Report on 2023 Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2025.

The following Management’s Discussion and Analysis (“MD&A”), prepared as of August 14, 2025, should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements of Sadot Group Inc.

("Sadot Group"), for the three and six months ended June 30, 2025, together with the audited financial statements of the Company for the year ended December 31, 2024 and the accompanying MD&A for that fiscal year appearing in our Annual Report on 2023 Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2025.

Unless otherwise indicated or the context otherwise requires, all references to the terms “Company,” “company,” "Sadot", “we,” “us,” “our”, “Group” and similar terms refer to Sadot Group Inc., together with its consolidated subsidiaries.

19 unchanged sentences

In late 2022, Sadot Group began a transformation from a U.S.-centric restaurant business into a global organization focused on the Agri-Foods supply-chain.

As of March 31, 2025, Sadot Group consisted of 1 distinct operating unit and 1 discontinued operations.

As of June 30, 2025, Sadot Group consisted of 1 distinct operating unit and 1 discontinued operations.

Sadot LLC (“Sadot Agri-Foods”):

12 unchanged sentences

Governmental and other economic factors affecting our operations may vary.

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)

3 unchanged sentences

Sales, general and administrative expenses (2,771) (1,701) (5,852) (3,093)

Loss from operations 1,476 530

Income from operations 1,770 2,074 3,246 2,605

EBITDA 1,550 3,422 3,938 3,430

EBITDA attributable to Sadot Group Inc.

1,653 3,474 4,159 3,530

Our key business and financial metrics are explained in detail below.

Our revenues are derived from Commodity sales.

Commodity sales revenues are comprised of revenues generated from the purchase and sales of physical food and feed commodities related to our trading and farming operations.

Commodity sales revenues are comprised of revenues generated from the purchase and sales of physical food and feed commodities related to our trading, farming operations and management fees received for performing certain management services under contract.

Cost of Goods Sold

1 unchanged sentence

Reclassification

During the three months ended March 31, 2025, the Company reclassified gains previously recognized in Other income related to the fair value remeasurement of certain financial instruments into Cost of goods sold ("COGS").

During the three and six months ended June 30, 2025, the Company reclassified gains previously recognized in Other income related to the fair value remeasurement of certain financial instruments into Cost of goods sold ("COGS").

The reclassification was made to better reflect the nature and function of these instruments, which are economically linked to the Company’s inventory procurement, sales activities and to be consistent with our competitors.

8 unchanged sentences

Based on the initial Services Agreement with Aggia LLC FZ, a Company formed under the laws of United Arab Emirates (“Aggia”), the consulting fees were calculated at approximately 80.0% of the Net Income generated by Sadot Agri-Foods through March 31, 2023.

As of April 1, 2023, the consulting agreement was amended to calculate consulting fees on 40.0% of the Net income generated by Sadot LLC.

Stock-based expenses were $1.4 million, for the three months

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

As of April 1, 2023, the consulting agreement was amended to calculate consulting

fees on 40.0% of the Net income generated by Sadot LLC.

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

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

Sales, General and Administrative Expenses

2 unchanged sentences

Other (Expense) / Income

Total Other (expense) / income listed below the Loss from operations in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss) consists of, Other income / (expense), Change in fair value of stock-based compensation, and Interest expense, net.

Total Other (expense) / income listed below the Loss from operations in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss) consists of Change in fair value of stock-based compensation, loss on debt extinguishment and Interest expense, net.

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

Income Tax Benefit / (Expense)

1 unchanged sentence

Net Income (Loss) Attributable to Non-controlling Interests

Net loss attributable to non-controlling interests were $0.1 million and $48.0 thousand for the three months ended March 31, 2025 and 2024, respectively.

Net loss attributable to non-controlling interests were $0.1 million and $0.1 million for the three months ended June 30, 2025 and 2024, respectively.

and $0.2 million and $0.1 million for the six months ended June 30, 2025 and 2024, respectively.

During the year ended December 31, 2023 the Company created a joint-venture in which the Company has a 70% interest and the third-party equity ownership has a 30% Non-controlling interest.

7 unchanged sentences

The following table presents a reconciliation of EBITDA from the most comparable U.S.

GAAP measure, Net loss and the calculations of the Net loss Margin and EBITDA Margin for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

Net income / (loss) 820 (313)

GAAP measure, Net income and the calculations of the Net income Margin and EBITDA Margin for the three and six months ended June 30, 2025 and 2024:

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

Adjustments to EBITDA:

Depreciation and amortization expenses 27 92 54 183

Interest (income) / expense, net 1,541 228

Interest expense, net 1,237 1,008 2,778 1,236

Income tax expense — 5 — 7

2 unchanged sentences

EBITDA attributable to Sadot Group Inc.

1,653 3,474 4,159 3,530

Gross Profit 4,987 5,788 10,999 8,598

Gross Profit attributable to Sadot Group Inc.

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

5,090 5,840 11,220 8,698

Net income margin attributable to Sadot Group Inc.

0.3 % 1.3 % 0.4 % 0.7 %

EBITDA margin attributable to Sadot Group Inc.

Unaudited Condensed Consolidated Results of Operations - Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

The following table represents selected items in our Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss) for the three months ended March 31, 2025 and 2024, respectively:

Three Months Ended March 31, Variance

1.4 % 2.0 % 1.7 % 1.3 %

Unaudited Condensed Consolidated Results of Operations - Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

Three Months Ended June 30, Variance

2025 2024 $ %

$’000 $’000 $’000

Commodity sales 114,338 173,293 (58,955) (34.0) %

Other revenues 52 — 52 NM

Cost of goods sold (109,403) (167,505) 58,102 (34.7) %

6 unchanged sentences

Change in fair value of stock-based compensation — 1,214 (1,214) (100.0) %

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

Income for continuing operations before income tax 341 2,280 (1,939) 85.0 %

Income tax expense — (5) 5 (100.0) %

Net income / (loss) 713 777 (64) 8.2 %

Net income for continuing operations 341 2,275 (1,934) 85.0 %

Net income / (loss) for discontinued operations (55) 42 (97) 231.0 %

Net loss attributable to non-controlling interest 103 52 51 98.1 %

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

Net income attributable to Sadot Group Inc.

389 2,369 (1,980) 83.6 %

1 unchanged sentence

The following table sets forth our results of operations as a percentage of total revenue for each period presented preceding:

Three Months Ended March 31,

Three Months Ended June 30,

Commodity sales 100.0 % 100.0 %

Other revenues — % — %

Cost of goods sold (95.6) % (96.7) %

6 unchanged sentences

Change in fair value of stock-based compensation — % 0.7 %

Loss on debt extinguishment (0.2) % — %

Income for continuing operations before income tax 0.3 % 1.3 %

3 unchanged sentences

Net loss attributable to non-controlling interest 0.2 % — %

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

0.7 % (0.2) %

Three Months Ended March 31, Variance

Net income attributable to Sadot Group Inc.

Three Months Ended June 30, Variance

2025 2024 $ %

1 unchanged sentence

Commodity sales 114,338 173,293 (58,955) (34.0) %

Other revenues 52 — 52 NM

Cost of goods sold (109,403) (167,505) 58,102 (34.7) %

1 unchanged sentence

NM= not meaningful

Our gross (loss) profit totaled $6.0 million profit for the three months ended March 31, 2025, compared to $2.8 million profit for the three months ended March 31, 2024.

The $3.2 million increase is primarily attributed to an increase in Commodity sales partially offset by an increase in Cost of goods sold.

We generated Commodity sales of $132.2 million for the three months ended March 31, 2025, compared to $106.5 million for the three months ended March 31, 2024.

This represented an increase of $25.7 million, which is attributable to an increase in operations in 2025 as a direct result of our expansion into new markets, which were not operating in 2024.

Cost of goods sold for the three months ended March 31, 2025, totaled $126.2 million compared to $103.7 million for the three months ended March 31, 2024.

The $22.5 million or 21.7% change is a direct result of the increase in sales, partially offset by the reclass of gain on derivative contracts.

Our gross (loss) profit totaled $5.0 million profit for the three months ended June 30, 2025, compared to $5.8 million profit for the three months ended June 30, 2024.

The $0.8 million decrease is primarily attributed to a decrease in Commodity sales partially offset by a decrease in Cost of goods sold.

We generated Commodity sales of $114.3 million for the three months ended June 30, 2025, compared to $173.3 million for the three months ended June 30, 2024.

This represented a decrease of $59.0 million, which is primarily due to the Company not taking on trades with unfavorable margins.

We generated Other revenues of $0.1 million for the three months ended June 30, 2025, compared to nil for the three months ended June 30, 2024.

This represented an increase of $0.1 million, which is attributable to management fees income due to a new management service offered.

Cost of goods sold for the three months ended June 30, 2025, totaled $109.4 million compared to $167.5 million for the three months ended June 30, 2024.

The $58.1 million or 34.7% change is a direct result of the decrease in sales, reclassifying Sadot Agri Foods consulting fees to sales, general and administrative cost in 2025 and the reclass of gain on derivative contracts.

Depreciation and Amortization Expenses

Three Months Ended March 31, Variance

Three Months Ended June 30, Variance

2025 2024 $ %

1 unchanged sentence

Depreciation and amortization expenses (27) (92) 65 (70.7) %

Depreciation and amortization expenses for the three months ended March 31, 2025, totaled $27.0 thousand compared to $0.1 million, for the three months ended March 31, 2024.

Depreciation and amortization expenses for the three months ended June 30, 2025, totaled $27.0 thousand compared to $0.1 million, for the three months ended June 30, 2024.

The $0.1 million decrease is mainly attributed to Farm related assets being fully depreciated in 2024.

Stock-Based Expenses

Three Months Ended March 31, Variance

Three Months Ended June 30, Variance

2025 2024 $ %

1 unchanged sentence

Stock-based expenses (419) (1,921) 1,502 (78.2) %

Stock-based expenses for the three months ended March 31, 2025, totaled $1.4 million compared to $0.8 million for the three months ended March 31, 2024.

The $0.6 million increase in Stock-based expenses is primarily the result of consulting fees due to Aggia for Sadot Agri-Foods and the vesting of restricted stock for employees, board of directors and consultants.

Stock-based expenses for the three months ended June 30, 2025, totaled $0.4 million compared to $1.9 million for the three months ended June 30, 2024.

The $1.5 million decrease in Stock-based expenses is primarily the result Aggia waiving the 40% of the Net income due to them for consulting fees.

Based on the servicing agreement with Aggia, the consulting fees are calculated at approximately 40.0% of the Net income generated by Sadot Agri-Foods.

Thi s expense is paid in the vesting in restricted stock that was issued to Aggia in 2025.

Thi s expense is paid in the vesting in restricted stock that was issued to Aggia in 2024 and this was waived by Aggia for the three months ended June 30, 2025

Sales, General and Administrative Expenses

Three Months Ended March 31, Variance

Three Months Ended June 30, Variance

2025 2024 $ %

1 unchanged sentence

Sales, general and administrative expenses (2,771) (1,701) (1,070) 62.9 %

Sales, general and administrative expenses for the three months ended March 31, 2025, totaled $3.1 million compared to $1.4 million for the three months ended March 31, 2024.

The $1.7 million increase was primarily attributable to an increase in consulting fees due to trades in Latin America, Brazil and Canada markets, entering the South Korea market and increases due to increases in normal operating activities.

Sales, general and administrative expenses for the three months ended June 30, 2025, totaled $2.8 million compared to $1.7 million for the three months ended June 30, 2024.

The $1.1 million increase was primarily attributable to an increase in consulting fees as a result of reclassifying Sadot Agri Foods consulting fees from cost of goods sold in 2025.

Other Income / (Expense)

Three Months Ended March 31, Variance

Three Months Ended June 30, Variance

2025 2024 $ %

1 unchanged sentence

Total other income / (expense), net (1,429) 206 (1,635) (794) %

Other income for the three months ended March 31, 2025, totaled $0.8 million compared to $0.2 million loss for the three months ended March 31, 2024.

The $1.0 million decrease was primarily attributable to a $0.3 million increase in change in fair value of stock-based compensation and a $1.3 million increase in interest expense.

Three Months Ended March 31, 2025

Other income for the three months ended June 30, 2025, totaled $1.4 million expense compared to $0.2 million income for the three months ended June 30, 2024.

The $1.6 million decrease in income was primarily attributable to a $1.2 million decrease in income due to the change in fair value of stock-based compensation due to Aggia waiving its consulting fees and vesting of stock, a $0.2 million increase in expense due to the on Loss on extinguishment of debt and a $0.2 million increase in interest expense.

Three Months Ended June 30, 2025

Sadot food service Sadot agri-foods Corporate adj.

1 unchanged sentence

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

Three Months Ended June 30, 2024

Sadot food service Sadot agri-foods Corporate adj.

$’000 $’000 $’000 $’000

Commodity sales — 173,293 — 173,293

Cost of goods sold — (167,505) — (167,505)

Gross profit — 5,788 — 5,788

Depreciation and amortization expenses — (92) — (92)

Stock-based expenses — — (1,921) (1,921)

Sales, general and administrative expenses — (847) (854) (1,701)

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

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

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

8 unchanged sentences

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

Three Months Ended March 31, 2024

Unaudited Condensed Consolidated Results of Operations - Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

The following table represents selected items in our Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss) for the six months ended June 30, 2025 and 2024, respectively:

Six Months Ended June 30, Variance

2025 2024 $ %

$’000 $’000 $’000

Commodity sales 246,506 279,800 (33,294) (11.9) %

Other revenues 52 — 52 NM

Cost of goods sold (235,559) (271,202) 35,643 (13.1) %

Gross profit 10,999 8,598 2,401 27.9 %

Depreciation and amortization expenses (54) (183) 129 (70.5) %

Stock-based expenses (1,847) (2,717) 870 (32.0) %

Sales, general and administrative expenses (5,852) (3,093) (2,759) 89.2 %

Income from operations 3,246 2,605 641 24.6 %

Interest expense, net (2,778) (1,236) (1,542) 124.8 %

Change in fair value of stock-based compensation 778 1,691 (913) (54.0) %

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

Income / (Loss) Before Income Tax 1,054 3,060 (2,006) 65.6 %

Income tax expense — (7) 7 (100.0) %

Net income for continuing operations 1,054 3,053 (1,999) 65.5 %

Net income / (loss) for discontinued operations 52 (1,049) 1,101 105.0 %

Net loss attributable to non-controlling interest 221 100 121 121.0 %

Net income attributable to Sadot Group Inc.

1,327 2,104 (777) 36.9 %

NM= not meaningful

The following table sets forth our results of operations as a percentage of total revenue for each period presented preceding:

Six Months Ended June 30,

Commodity sales 100.0 % 100.0 %

Other revenues — % — %

Cost of goods sold (95.5) % (96.9) %

Gross profit 4.5 % 3.1 %

Depreciation and amortization expenses — % (0.1) %

Stock-based expenses (0.7) % (1.0) %

Sales, general and administrative expenses (2.4) % (1.1) %

Income from operations 1.3 % 0.9 %

Interest expense, net (1.1) % (0.4) %

Change in fair value of accrued compensation 0.3 % 0.6 %

Loss on debt extinguishment (0.1) % — %

Income for continuing operations before income tax 0.4 % 1.1 %

Income tax expense — % — %

Net income for continuing operations 0.4 % 1.1 %

Net income / (loss) for discontinued operations — % (0.4) %

Net loss attributable to non-controlling interest 0.2 % — %

Net income attributable to Sadot Group Inc.

Gross Profits

Six Months Ended June 30, Variance

2025 2024 $ %

$’000 $’000 $’000

Commodity sales 246,506 279,800 (33,294) (11.9) %

Other revenues 52 — 52 NM

Cost of goods sold (235,559) (271,202) 35,643 (13.1) %

Gross profit 10,999 8,598 2,401 27.9 %

NM= not meaningful

Our gross profit totaled $11.0 million for the six months ended June 30, 2025, compared to $8.6 million for the six months ended June 30, 2024.

The $2.4 million increase is primarily attributed to a decrease in Cost of goods sold and an increase in other revenues, partially offset by a decrease in Commodity sales.

We generated Commodity sales of $246.5 million for the six months ended June 30, 2025.

Commodity sales for the six months ended June 30, 2024 was $279.8 million.

This represented a decrease of $33.3 million, which is primarily due to the Company not taking on trades with unfavorable margins.

We generated Other revenues of $0.1 million or the six months ended June 30, 2025, compared to nil for the six months ended June 30, 2024.

This represented an increase of $0.1 million, which is attributable to management fees income due to a new management service offered.

Cost of goods sold for the six months ended June 30, 2025, totaled $235.6 million.

The Cost of goods sold for the six months ended June 30, 2024 was $271.2 million.

The $35.6 million change is primarily due to a direct result of the decrease in sales, reclassifying Sadot Agri Foods consulting fees to sales, general and administrative cost in 2025 and the reclass of gain on derivative contracts .

Depreciation and Amortization Expenses

Six Months Ended June 30, Variance

2025 2024 $ %

$’000 $’000 $’000

Depreciation and amortization expenses (54) (183) 129 (70.5) %

Depreciation and amortization expenses for the six months ended June 30, 2025 totaled $0.1 million compared to $0.2 million, for the six months ended June 30, 2024.

The $0.1 million decrease is mainly attributed to Farm related assets being fully depreciated in 2024.

Stock-Based Expenses

Six Months Ended June 30, Variance

2025 2024 $ %

$’000 $’000 $’000

Stock-based expenses (1,847) (2,717) 870 (32.0) %

Stock-based expenses for the six months ended June 30, 2025, totaled $1.8 million compared to $2.7 million for the six months ended June 30, 2024.

The $0.9 million decrease in Stock-based expenses is primarily the result Aggia waiving the 40% of the Net income due to them for consulting fees.

Based on the servicing agreement with Aggia, the consulting fees are calculated at approximately 40.0% of the Net income generated by Sadot Agri-Foods.

Thi s expense is paid in the vesting in restricted stock that was issued to Aggia in 2025 and this was waived by Aggia for the three months ended June 30, 2025

Sales, General and Administrative Expenses

Six Months Ended June 30, Variance

2025 2024 $ %

$’000 $’000 $’000

Sales, general and administrative expenses (5,852) (3,093) (2,759) 89.2 %

Sales, general and administrative expenses for the six months ended June 30, 2025 totaled $5.9 million, compared to $3.1 million, for the six months ended June 30, 2024.

The $2.8 million increase was primarily attributable to an increase in consulting fees as a result of reclassifying Sadot Agri Foods consulting fees from cost of goods sold.

Total Other Income, Net

Six Months Ended June 30, Variance

2025 2024 $ %

$’000 $’000 $’000

Total other income / (expense), net (2,192) 455 (2,647) (581.8) %

Total other income / (expense), net for the six months ended June 30, 2025 totaled $2.2 million compared to $0.5 million loss, for the six months ended June 30, 2024.

The $2.6 million decrease in Total other income / (expense), net was attributable to a $1.5 million increase in Interest expense and a $0.2 million increase on Loss on extinguishment of debt, partially offset by a decrease of $0.9 million gain in the Change in fair value of accrued compensation.

Six Months Ended June 30, 2025

Sadot food service Sadot agri-foods Corporate adj.

1 unchanged sentence

Commodity sales — 246,506 — 246,506

Other revenues — 52 — 52

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

4 unchanged sentences

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

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

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

1 unchanged sentence

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

Income for discontinued operations, net of income tax 52 — — 52

Net income / (loss) 52 6,785 (5,731) 1,106

Net loss attributable to non-controlling interest — 221 — 221

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

52 7,006 (5,731) 1,327

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

Six Months Ended June 30, 2024

Sadot food service Sadot agri-foods Corporate adj.

$’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)

7 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

4 unchanged sentences

We generally finance our ongoing operations with cash flows generated from operations, borrowings under various credit facilities and term loans.

At March 31, 2025, current ratio, which equals Total current assets divided by Total current liabilities, was 1.44, an increase of 0.28, compared to current ratio of 1.16 at December 31, 2024.

At March 31, 2025, working capital, which equals Total current assets less Total current liabilities, was $21.9 million an increase of $1.4 million, compared to working capital of $20.5 million at December 31, 2024.

On June 30, 2025, current ratio, which equals Total current assets divided by Total current liabilities, was 1.26, an increase of 0.10, compared to current ratio of 1.16 on December 31, 2024.

On June 30, 2025, working capital, which equals Total current assets less Total current liabilities, was $24.2 million an increase of $3.7 million, compared to working capital of $20.5 million on December 31, 2024.

The increase in current ratio and working capital was primarily due to an increase in Accounts receivable and a decrease in Other current liabilities, partially offset by an increase in Accounts payable and accrued expenses, a decrease in Other current assets, and a decrease in Assets held for sale.

18 unchanged sentences

Any failure to raise additional funds on favorable terms could have a material adverse effect on our liquidity and financial condition.

Sources and Uses of Cash for the Three Months Ended March 31, 2025 and 2024

For the three months ended March 31, 2025, Net cash used in operating activities from continuing operation was $3.0 million compared to $2.5 million provided by operating activities for the three months ended March 31, 2024.

Net cash provided by operating activities from discontinued operations was $8.0 thousand and $0.1 million, respectively, for the three months ended March 31, 2025 and 2024.

Our Net cash used for the three months ended March 31, 2025, was primarily attributable to our Net income of $0.8 million, adjusted for net non-cash income in the aggregate amount of $19.8 million and $23.6 million of Net cash used by changes in the levels of operating assets and liabilities.

Our Net cash provided for the three months ended March 31, 2024, was primarily attributable to our Net loss of $0.3 million, adjusted for net non-cash income in the aggregate amount of $1.8 million and $4.6 million of Net cash used in changes in the levels of operating assets and liabilities.

For the three months ended March 31, 2025, Net cash used in investing activities was nil .

For the three months ended March 31, 2025, Net cash provided by financing activities from continuing operations was $3.1 million, consisting of proceeds from notes payable of $4.6 million partially offset by repayments of various other notes payable of $1.5 million.

Net cash used in financing activities from discontinued operations was $20.0 thousand and $36.0 thousand, respectively, for the three months ended March 31, 2025 and 2024.

For the three months ended March 31, 2024, Net cash used in financing activities was $2.8 million, consisting of repayments of various other notes payable of $4.3 million partially offset by $1.5 million of proceeds from notes payable.

Sources and Uses of Cash for the Six Months Ended June 30, 2025 and 2024

For the six months ended June 30, 2025, Net cash used in operating activities from continuing operation was $5.4 million compared to $10.5 million provided by operating activities for the six months ended June 30, 2024.

Net cash provided by operating activities from discontinued operations was $0.1 million and $0.1 million, respectively, for the six months ended June 30, 2025 and 2024.

Our Net cash used for the six months ended June 30, 2025, was primarily attributable to our Net income of $1.1 million, adjusted for net non-cash income in the aggregate amount of $2.8 million and $9.3 million of Net cash used by changes in the levels of operating assets and liabilities.

Our Net cash provided for the six months ended June 30, 2024, was primarily attributable to our Net income of $2.0 million, adjusted for net non-cash income in the aggregate amount of $1.6 million and $6.9 million of Net cash used in changes in the levels of operating assets and liabilities.

For the six months ended June 30, 2025, Net cash used in investing activities was nil .

For the six months ended June 30, 2024, Net cash provided by investing activities from continuing operations was $3.0 thousand, consisting of $7.0 thousand, which was used in the purchase of property and equipment, partially offset by $10.0 thousand, which was provided by the disposal of property and equipment.

Net cash provided by investing activities from discontinued operations was $29.0 thousand.

For the six months ended June 30, 2025, Net cash provided by financing activities from continuing operations was $4.0 million, consisting of proceeds from notes payable of $10.0 million partially offset by repayments of various other notes payable of $6.0 million.

Net cash used in financing activities from discontinued operations was $42.0 thousand and $0.1 million, respectively, for the six months ended June 30, 2025 and 2024.

For the six months ended June 30, 2024, Net cash used in financing activities was $1.9 million, consisting of repayments of various other notes payable of $5.4 million partially offset by $3.5 million of proceeds from notes payable.

Critical Accounting Policies and Estimates

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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,

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.

20 unchanged sentences

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 2. Management’s Discussion and Analysis