What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-19 compared with 2025-08-14 · 483 added, 343 removed, 999 unchanged (45% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current assets:

Cash 581 1,786

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

Accounts receivable, net of allowance for doubtful accounts of $ 2.3 million and $ 0.1 million as of September 30, 2025 and December 31, 2024, respectively

29,054 18,014

9 unchanged sentences

Accounts payable and accrued expenses 35,432 28,019

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

Notes payable, current, net of discount of $ 0.6 million and $ 0.9 million as of September 30, 2025 and December 31, 2024, respectively

Deferred revenue, current — 2,251

5 unchanged sentences

Total liabilities 49,279 132,281

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

Common stock, $ 0.0001 par value, 2,000,000 shares authorized, 1,041,281 and 522,514 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 117,931 112,406

9 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

3 unchanged sentences

Cost of goods sold ( 6,630 ) ( 193,247 ) ( 242,189 ) ( 464,448 )

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

Gross profit / (loss) ( 6,341 ) 7,659 4,658 16,258

Depreciation and amortization expenses ( 22 ) ( 49 ) ( 76 ) ( 232 )

1 unchanged sentence

Sales, general and administrative expenses ( 7,388 ) ( 3,424 ) ( 13,240 ) ( 6,518 )

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

Income / (loss) from operations ( 14,335 ) 2,473 ( 11,089 ) 5,078

Interest expense, net ( 887 ) ( 1,712 ) ( 3,665 ) ( 2,948 )

1 unchanged sentence

Loss on debt extinguishment — — ( 192 ) —

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

Income / (loss) for continuing operations before income tax ( 15,222 ) 1,762 ( 14,168 ) 4,821

Income tax expense ( 2 ) ( 3 ) ( 2 ) ( 9 )

Net income for continuing operations 341 2,275 1,054 3,053

Net income / (loss) for continuing operations ( 15,224 ) 1,759 ( 14,170 ) 4,812

Discontinued Operations:

1 unchanged sentence

Net income / (loss) for discontinued operations ( 38 ) ( 665 ) 14 ( 1,713 )

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

Net income / (loss) ( 15,262 ) 1,094 ( 14,156 ) 3,099

Net loss attributable to non-controlling interest 73 69 294 169

Net income attributable to Sadot Group Inc.

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

( 15,189 ) 1,163 ( 13,862 ) 3,268

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

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

Basic ( 17.38 ) 3.89 ( 21.04 ) 11.23

10 unchanged sentences

(Unaudited) (Continued)

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

$’000 $’000 $’000 $’000

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

Net income / (loss) ( 15,262 ) 1,094 ( 14,156 ) 3,099

Other comprehensive income / (loss)

Foreign exchange translation adjustment ( 1 ) ( 4 ) ( 58 ) ( 1 )

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

Unrealized loss — ( 1 ) — ( 187 )

Total other comprehensive loss ( 1 ) ( 5 ) ( 58 ) ( 188 )

Total comprehensive income / (loss) ( 15,263 ) 1,089 ( 14,214 ) 2,911

Comprehensive loss attributable to non-controlling interest 73 69 294 169

Total comprehensive income attributable to Sadot Group Inc.

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

( 15,190 ) 1,158 ( 13,920 ) 3,080

21 unchanged sentences

Balance at June 30, 2024 459,650 — 109,966 ( 85,075 ) ( 175 ) 3,336 28,052

Common stock compensation to board of directors — — — — — — —

Common stock issued as compensation for services 16,865 — 723 — — — 723

Conversion of convertible loan 22,178 1 819 — — — 820

Stock based compensation - vesting of options and restricted stock awards 3,318 — 142 — — — 142

Foreign exchange translation adjustment — — — — ( 4 ) — ( 4 )

Unrealized loss, net of income tax — — — — ( 1 ) — ( 1 )

Reconciliation of post-split shares outstanding per transfer agent 26 — — — — — —

Net loss — — — 1,163 — ( 69 ) 1,094

Balance at September 30, 2024 502,037 1 111,650 ( 83,912 ) ( 180 ) 3,267 30,826

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

21 unchanged sentences

Balance at June 30, 2025 681,054 1 114,923 ( 81,860 ) ( 84 ) 2,959 35,939

Common stock issued as compensation for services 5,000 — 48 — — — 48

Common stock issued for cash, net of expenses 308,219 — 2,425 — — — 2,425

Cash exercise of warrants and warrant modification 37,063 — — — — — —

Cash exercise of warrants — — 168 — — — 168

Stock based compensation - vesting of options and restricted stock awards 9,940 — 367 — — — 367

Foreign exchange translation adjustment — — — — ( 1 ) — ( 1 )

Shares issued due to fractional shares resulting from reverse stock split 5 — — — — — —

Write-off of closed subsidiary - non-controlling interest — — — ( 72 ) — 72 —

Net income / (loss) — — — ( 15,189 ) — ( 73 ) ( 15,262 )

Balance at September 30, 2025 1,041,281 1 117,931 ( 97,121 ) ( 85 ) 2,958 23,684

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

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

Six Months Ended June 30,

Nine Months Ended September 30,

Cash Flows from Operating Activities

Net income 1,106 2,004

Net income (loss) ( 14,156 ) 3,099

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

2 unchanged sentences

Stock-based expenses 2,431 4,430

Gain / (loss) on fair value remeasurement — —

Change in fair value of stock-based compensation ( 778 ) ( 2,691 )

13 unchanged sentences

Net cash provided by / (used in) operating activities ( 7,229 ) 1,351

Net cash provided by operating activities - discontinued operations 124 115

Net cash used in operating activities - discontinued operations ( 11 ) ( 573 )

Cash Flows from Investing Activities

1 unchanged sentence

Disposal of property and equipment — 12

Net cash provided by investing activities — 3

Net cash provided by (used in) investing activities — ( 1 )

Net cash provided by investing activities - discontinued operations — 1,017

1 unchanged sentence

Proceeds from notes payable 12,062 4,125

Proceeds from issuance of common stock 2,425 —

Repayments of notes payable ( 8,394 ) ( 6,197 )

2 unchanged sentences

Foreign exchange translation adjustment ( 58 ) ( 1 )

Net Increase (Decrease) in Cash ( 1,364 ) 8,602

Net Decrease in Cash ( 1,205 ) ( 392 )

Cash – beginning of period 1,786 1,354

3 unchanged sentences

Condensed Consolidated Statements of Cash Flows (Continued)

Six Months Ended June 30,

Nine Months Ended September 30,

Supplemental Disclosures of Cash Flow Information:

Cash paid for interest 4,432 3,111

Cash paid for taxes — 19

Supplemental Disclosures of Non-Cash Investing and Financing Activities

1 unchanged sentence

Conversion of stock 1,241 —

Exchange of accounts receivable for equity securities ( 13,404 ) —

Exchange of accounts payable for equity securities 8 —

Issuance of common stock as equity issuance costs 100 —

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

6 unchanged sentences

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.

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

Sadot LLC (“Sadot Agri-Foods”):

4 unchanged sentences

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.

Sadot Agri-Foods seeks to diversify over time into a sustainable and forward-looking global agri-foods company.

Given the performance in Q3 the Company is reviewing business options for Q4.

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

5 unchanged sentences

Please see Note 4 – Assets held for sale and Note 5 – Discontinued operations for further details.

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

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.

The Company continues to manage its liquidity needs through ongoing collection efforts, working capital optimization strategies, and active engagement with financing partners.

While there is uncertainty around the precise timing of cash inflows, management believes that its current asset base, proceeds from our factoring arrangement and access to additional sources of liquidity, if necessary, provide flexibility to support ongoing operations in the near term.

Under the factoring agreement, certain eligible receivables may be sold with recourse in exchange for an upfront advance of 85 % of the net invoice value, with the remaining amount remitted upon collection, less applicable fees and reserves.

While the Company maintains sufficient working capital through its accounts receivable and factoring capacity, we are currently experiencing delays in converting receivables into cash, which may impact the timing of our available liquidity.

We continue to actively manage collections and factoring utilization to address short-term liquidity needs and ensure ongoing operational funding.

Reverse Stock Split

On September 9, 2025, the Company filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State to effect a reverse stock split of the Company’s common stock at a ratio of one-for-ten (the “Reverse Stock Split”), which became effective 12:01 am eastern on September 15, 2025.

The company did so to regain compliance with Nasdaq.

As a result of the Reverse Stock Split, every 10 shares of the Company’s common stock issued and outstanding on the effective date were consolidated into one issued and outstanding share.

All stockholders who would have otherwise received fractional shares as a result of the Reverse Stock Split received cash in lieu of any fractional share interests There was no change in the par value of the Company's common stock.

All share and per share amounts included in these condensed consolidated financial statements have been adjusted to reflect the Reverse Stock Split.

Please see Note 18 – Commitments and contingencies for further details.

Sadot Group, Inc.

2 unchanged sentences

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Cash 581 1,786

8 unchanged sentences

Other current liabilities (3)

46,722 94,428

Liabilities held for sale (4)

9 unchanged sentences

(6) Current ratio is defined as Total current assets divided by Total current liabilities

Going Concern

The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

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

As of September 30, 2025, the Company had a cash balance, a working capital deficit and an accumulated deficit of $ 0.6 million, $ 1.5 million, and $ 97.1 million, respectively.

During the three and nine months ended September 30, 2025, the Company generated Net loss of $ 15.3 million and $ 14.2 million, respectively.

The Company had Net cash used in operations of $ 7.2 million for the nine months ended September 30, 2025.

The Company’s current assets, consisting primarily of inventories and accounts receivable, continue to represent a significant component of its liquidity position.

However, delays in converting these assets to cash have resulted in working capital constraints.

The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital, which is necessary to fund its working capital requirements and ultimately achieve profitable operations.

In addition, all of the Company’s outstanding debt obligations mature on December 31, 2025, which will require repayment or refinancing.

These upcoming maturities further contribute to the Company’s liquidity requirements and increase uncertainty regarding its ability to meet obligations as they become due.

Management performed a going concern assessment for a period of twelve months from the date of approval of these Unaudited Condensed Consolidated Financial Statements to assess whether conditions exist that raise substantial doubt regarding the Company’s ability to continue as a going concern.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

To manage the timing differences in converting assets to cash, the Company increased its borrowings by approximately $ 1.3 million during the three months ended September 30, 2025, and subsequently entered into additional short-term borrowing arrangements as described in Note 24 – Subsequent events.

These borrowings and the equity line of credit are expected to support near-term liquidity needs.

While there is no assurance that the borrowings and the equity line of credit will provide us with funding for a time period that allows us to continue operations and other strategic alternatives, management believes it remains appropriate to prepare our financial statements on a going concern basis.

Management believes the above actions, if successfully executed, will provide sufficient liquidity to meet obligations as they become due.

However, there can be no assurance that such plans will be realized or that additional financing will be available on acceptable terms.

Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements have been issued.

The accompanying Unaudited Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Significant Accounting Policies

2 unchanged sentences

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 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.

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 September 30, 2025, and for the three and nine months ended September 30, 2025, and 2024.

The results of operations for the three and nine months ended September 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.

3 unchanged sentences

Any intercompany transactions and balances have been eliminated in consolidation.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Reclassifications

6 unchanged sentences

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 Operations and Other Comprehensive Income / (Loss) for the three and six months ended June 30, 2024:

Three Months Ended June 30, 2024

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Three Months Ended September 30, 2024

As Previously Reported Reclassification As Reclassified % Change

3 unchanged sentences

Gain on fair value remeasurement 5,461 ( 5,461 ) — ( 100.0 ) %

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

Net Income 1,094 — 1,094 — %

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

As Previously Reported Reclassification As Reclassified % Change

13 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;

5 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 June 30, 2025 or December 31, 2024.

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

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Accounts Receivable

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.

Accounts Receivable consists of receivables related to Sadot Agri-Foods of $ 29.1 million and $ 18.0 million net of doubtful accounts of $ 2.3 million and $ 0.1 million as of September 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 $ 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.

There was an Accounts Receivable, net balance of $ 29.1 million and $ 18.0 million on September 30, 2025 and December 31, 2024, respectively.

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

6 unchanged sentences

Factoring Agreements

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.

As of September 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 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 transferred receivables, with an original carrying value of $ 4.7 million as of September 30, 2025, payments were made by the customers and $ 3.8 million remain recorded in Accounts receivable as of September 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 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.

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

Please see Note 18 – Commitments and contingencies for additional information regarding pending litigation.

Inventory, which are stated at the lower of cost or net realizable value, related to Sadot Agri-foods was $ 0.2 million and $ 0.7 million as of September 30, 2025 and December 31, 2024, respectively.

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

6 unchanged sentences

• the sale is probable and expected to be completed within one year,

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

• the sale is actively marketed at a reasonable price reflecting its current fair value,

24 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

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 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 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.

As of September 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.

Investments in Equity Securities (Measurement Alternative)

The Company accounts for investments in equity securities in accordance with ASC 321, Investments—Equity Securities.

Equity securities that have readily determinable fair values are measured at fair value, and changes in fair value are recognized in net income.

For equity securities without readily determinable fair values, the Company has elected the measurement alternative.

Under this election, investments are carried at cost, less impairment, adjusted for observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

The Company evaluates these investments at each reporting date for qualitative indicators of impairment, such as deteriorating financial condition, adverse regulatory developments, or significant declines in project viability.

If an impairment is identified, the carrying amount is written down to estimated fair value and the loss is recognized in earnings;

impairment losses are not subsequently reversed.

When observable price changes occur for the same or similar investments of the issuer, the carrying amount is adjusted accordingly, with the change recognized in current-period income.

These investments are classified as non-current within Other Non-current assets on the consolidated balance sheet, unless the Company intends to sell them within twelve months.

During July 2025, the Company acquired a non-controlling ownership interest in a third-party entity engaged in carbon credit project development.

The investment was acquired through an exchange of accounts receivable;

therefore, the cost of the investment was based on the carrying value of the accounts receivable transferred.

Because this investment does not have a readily determinable fair value, it is measured at cost under the measurement alternative.

No observable price changes or indicators of impairment were identified as of September 30, 2025.

Additional information, significant inputs, and Level 3 roll forward is provided in Note 20 – Fair value measurement.

The following table shows the investments in equity securities:

Beginning balance at December 31, 2024 —

Additions 13,413

for observable price changes —

Impairments —

Ending balance at September 30, 2025 13,413

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 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).

During the three months ended September 30, 2025 and 2024, the Company recorded Commodity sales revenues of $ 0.3 million and $ 200.9 million, respectively, and during the nine months ended September 30, 2025 and 2024, recorded $ 246.8 million and $ 480.7 million, respectively, which is included in Commodity sales on the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss).

Deferred Revenue

3 unchanged sentences

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

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Stock-Based Expenses

6 unchanged sentences

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).

Stock-based expenses for the three months ended September 30, 2025 and 2024 were $ 0.6 million and $ 1.7 million, respectively, and for the nine months ended September 30, 2025 and 2024 were $ 2.4 million and $ 4.4 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 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,

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

4 unchanged sentences

Total potentially dilutive shares 838,620 220,834 842,030 248,709

The Company is authorized to issue 1.3 million shares of common stock.

While the potentially dilutive securities shown above do not exceed the number of authorized shares, the Company is approaching its authorized share limit.

Depending on future capital needs or equity activity, the Company may need to increase its authorized shares.

Sadot Group, Inc.

1 unchanged sentence

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,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

7 unchanged sentences

Diluted 871,759 501,134 659,565 470,796

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

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

Basic ( 17.38 ) 3.89 ( 21.04 ) 11.23

3 unchanged sentences

Diluted ( 0.04 ) ( 1.33 ) 0.02 ( 3.64 )

Net income per share attributable to Sadot Group Inc.:

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

Basic ( 17.42 ) 2.48 ( 21.02 ) 7.37

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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

6 unchanged sentences

The following table sets forth the major customers:

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

4 unchanged sentences

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

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").

During the three and nine months ended September 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.

13 unchanged sentences

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 18 – Commitments and contingencies and Note 21 – Financial instruments.

Loss on debt extinguishment

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.

Investment in Equity Securities

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 and received 3,750 Class B shares, which is equal to 37.5 % interest in Bomas.

While this percentage is within the typical “significant influence” range (20%–50%), the contractual terms and governance arrangements do not grant the Company board representation, participation in policy decisions, or other indicators of significant influence.

The Company will account for the Investment using ASC 321 equity securities without significant influence.

The Investment in Equity Securities can be found in Other non-current assets on the Condensed Consolidated Balance Sheets.

Management plans to perform an updated impairment evaluation during the fourth quarter of 2025, which will include obtaining an independent third-party valuation of the investment.

This planned analysis will assess whether any indicators of impairment exist under ASC 321 and whether the carrying amount remains appropriate based on updated project assumptions, credit considerations, and market participant inputs.

Convertible Debt and Embedded Features

The Company accounts for convertible debt in accordance with ASC 470-20.

It evaluates any embedded conversion features under ASC 815-15 to determine whether they must be separated and recorded as derivative liabilities.

If the conversion feature is based only on the Company’s own stock and both the number of shares and the conversion price are fixed (the “fixed-for-fixed” rule), it qualifies for the equity exception and is not treated as a derivative.

Convertible notes that meet this equity exception are recorded at amortized cost using the effective interest method.

Under ASC 825, companies are allowed to measure certain financial instruments at fair value instead of amortized cost;

however, the Company has not elected this fair value option for its convertible notes.

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.

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

7 unchanged sentences

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).

18 unchanged sentences

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

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.

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.

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 on June 30, 2025 and December 31, 2024.

The Company has no VIEs on September 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).

Write-off of Closed Subsidiary – Non-controlling Interest

During the quarter ended September 30, 2025, the Company closed Sadot Korea, a previously consolidated subsidiary.

In connection with the closure, the Company derecognized the remaining non-controlling interest of approximately $ 0.1 million, which represented the minority shareholders’ portion of the subsidiary’s accumulated losses.

The closure did not result in a material gain or loss.

Discontinued Operations

4 unchanged sentences

For details related to Discontinued operations, see Note 5 – Discontinued operations.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Recent Accounting Pronouncements

15 unchanged sentences

The Company is currently evaluating the impact of the standard on its consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-07, Derivatives and Hedging and Revenue from Contracts with Customers - Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASC 2025-07”) which applies to all entities that enter into non-exchange-traded contracts with underlyings based on operations or activities specific to one of the parties to the contract.

The new guidance excludes from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract.

ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating the impact of the standard on its consolidated financial statements.

Subsequent Events

5 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

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

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

However, in the fourth quarter of 2024, the Company closed its last two corporate owned stores, and have a sale pending for the franchise business.

However, in the fourth quarter of 2024, the Company closed its last two corporate owned stores.The Company has drafted an asset purchase agreement, received a $ 0.1 million deposit, and is engaged in ongoing negotiations regarding the franchise business.

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

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

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

September 30, 2025 December 31, 2024

Accounts receivable, net of allowance for doubtful accounts of $ 4.8 thousand and $ 0.2 million as of September 30, 2025 and December 31, 2024, respectively

Other current assets 57 52

13 unchanged sentences

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

10 unchanged sentences

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

However, in the fourth quarter of 2024, the Company closed its last two corporate owned stores, and have a sale pending for the franchise business.

However, in the fourth quarter of 2024, the Company closed its last two corporate owned stores.

The Company has drafted an asset purchase agreement, received a $ 0.1 million deposit, and is engaged in ongoing negotiations regarding the franchise business.

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 Company performed an impairment test on the net assets of the restaurant operations as of September 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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

16 unchanged sentences

Allowance for Credit Losses on Accounts Receivable

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

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

September 30, 2025 December 31, 2024

Balance at beginning of period 105 173

4 unchanged sentences

Other Current Assets

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

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

Prepaid expenses 1,776 1,911

11 unchanged sentences

Other Non-Current Assets

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

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

September 30, 2025 December 31, 2024

Security deposits 22 23

Right to use assets 116 132

Investment in equity security 13,413 —

Other non-current assets 13,551 155

Please see Note 3 – Significant accounting policies and Note 20 – Fair value measurement for more information regarding the investment in equity security.

Sadot Group, Inc.

1 unchanged sentence

Property and Equipment, Net

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

June 30, 2025 December 31, 2024

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

September 30, 2025 December 31, 2024

Furniture and equipment 231 232

6 unchanged sentences

Property and equipment, net 11,743 11,820

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).

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

Depreciation expense amounted to $ 0.1 million and $ 0.3 million for the nine months ended September 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 September 30, 2025 and 2024, respectively, and nil and $ 0.2 million for or the nine months ended September 30, 2025 and 2024, respectively, in the Unaudited Condensed Consolidated Statement of Operations and Comprehensive Income / (Loss).

Goodwill and Other Intangible Assets, Net

7 unchanged sentences

expense Transfer to assets held for sale Intangible

September 30,

2024 Intangible

2 unchanged sentences

expense Transfer to assets held for sale Intangible

September 30,

$’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000 $’000

3 unchanged sentences

2,833 — ( 118 ) ( 2,715 ) — — — — — —

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)

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

A summary of the goodwill assets is presented below:

3 unchanged sentences

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

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

Goodwill, net at September 30, 2024 — — — —

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

Transfer to assets held for sale — — — —

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

Goodwill, net at September 30, 2025 — — — —

Accounts Payables and Accrued Expenses

Accounts payables and accrued expenses consist of the following:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Accounts payable 5,025 2,187

8 unchanged sentences

Line of Credit

On September 22, 2023, the Company entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”) pursuant to which the Company has the right to sell to Yorkville up to $ 25 million of its shares of common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA.

Sales of the shares of common stock to Yorkville under the SEPA, and the timing of any such sales, are at the Company’s option, and the Company is under no obligation to sell any shares of common stock to Yorkville under the SEPA except in connection with notices that may be submitted by Yorkville, in certain circumstances as described below.

Upon the satisfaction of the conditions to Yorkville’s purchase obligation set forth in the SEPA, including having a registration statement registering the resale of the shares of common stock issuable under the SEPA declared effective by the SEC, the Company will have the right, but not the obligation, from time to time at its discretion until the SEPA is terminated to direct Yorkville to purchase a specified number of shares of common stock (“Advance”) by delivering written notice to Yorkville ( “Advance Notice”).

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

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.

“VWAP” is defined as the daily volume weighted average price of the shares of common stock for such trading day on the Nasdaq Stock Market during regular trading hours as reported by Bloomberg L.P.

Accordingly, as may otherwise be limited by Yorkville’s 4.99 % beneficial ownership limitation, assuming the Company submits an Advance requiring Yorkville to provide $ 100,000 in funding and assuming an applicable VWAP of $ 11.00 and, in turn, a purchase price of $ 10.67 ( 97 % of the VWAP), the Company would be required to issue 9,372 shares of common stock and Yorkville would receive a profit of approximately $ 0.3201 per share, or approximately $ 2,999.98 , if it sold all of such shares at $ 11.00 per share.

On September 22, 2023, the Company entered into the Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”) pursuant to which the Company had the right to sell to Yorkville up to $ 25 million of its shares of common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA.

Sales of the shares of common stock to Yorkville under the SEPA, and the timing of any such sales, were at the Company’s option.

The SEPA was terminated in June 2025.

In connection with the SEPA, and subject to the condition set forth therein, Yorkville agreed to advance to the Company in the form of convertible promissory notes (the “Convertible Notes”) an aggregate principal amount of $ 4.0 million (the “Pre-Paid Advance”).

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 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.

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

Interest was accrued 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.

The maturity date is 12 -months after the initial closing of the Pre-Paid Advance.

Yorkville may convert the Convertible Notes into shares of the Company’s common stock at a conversion price equal to the lower of $ 11.1495 or 95 % of the lowest daily VWAP during the seven consecutive trading days immediately preceding the conversion (the “Conversion Price”), which in no event may the Conversion Price be lower than $ 3.30 (the “Floor Price”).

In addition, upon the occurrence and during the continuation of an event of default, the Convertible Notes shall become immediately due and payable and the Company shall pay to Yorkville the principal and interest due thereunder.

In no event shall Yorkville be allowed to effect a conversion if such conversion, along with all other shares of common stock beneficially owned by Yorkville and its affiliates would exceed 49.9 % of the outstanding shares of the common stock of the Company.

If any time on or after October 22, 2023 (i) the daily VWAP is less than the Floor Price for seven trading days during a period of nine consecutive trading days (“Floor Price Trigger”), or (ii) the Company has issued in excess of 99 % of the shares of common stock available under the Exchange Cap (“Exchange Cap Trigger” and collectively with the Floor Price Trigger, the “Trigger”), then the Company shall make monthly payments to Yorkville beginning on the seven th trading day after the Trigger and continuing monthly in the amount of $ 500,000 plus an 8.0 % premium and accrued and unpaid interest.

The Exchange Cap Trigger will not apply in the event the Company has obtained the approval from its stockholders in accordance with the rules of Nasdaq Stock Market for the issuance of shares of common stock pursuant to the transactions contemplated in the Convertible Note and the SEPA in excess of 19.99 % of the aggregate number of shares of common stock issued and outstanding as of the effective date of the SEPA (the “Exchange Cap”).

The Note was paid in full in 2024.

The SEPA was terminated in June 2025.

The Notes were paid in full in 2024.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Convertible Notes

During 2024 and early 2025, the Company issued several secured and senior original-issue-discount convertible notes to multiple institutional investors.

These instruments were structured with principal amounts in excess of cash proceeds received due to the embedded original issue discount and, in certain cases, were secured by assets of a subsidiary.

The notes provided investors with the option to convert outstanding principal (and, when applicable, accrued interest) into shares of common stock at contractually defined conversion prices, subject to customary adjustment mechanisms.

The agreements also included typical covenants, events of default, and other investor protection features frequently found in structured convertible financing arrangements.

Note Amendments

As of June 30, 2025, an amendment was executed with the holder of the secured promissory note originally issued on October 22, 2024, which had an original principal balance of $ 1.4 million.

Under the June amendment, the outstanding principal was increased to $ 2.1 million, and several key terms were revised.

Key changes included (i) extending the maturity date to December 31, 2025, (ii) updating the conversion provisions to permit conversion at any time after the original issue date, subject to ownership limitations, (iii) modifying the conversion price to equal the price per share paid in the subsequent financing, and (iv) adding mandatory repayment provisions, including the application of proceeds from capital raises and scheduled monthly principal payments.

The amended instrument was evaluated under ASC 470-50, Debt Modifications and Extinguishments, and the changes were determined to be substantially different from the original terms.

Accordingly, the amendment was accounted for as a debt extinguishment, and the original note was derecognized and replaced with a new instrument measured at its fair value as of the amendment date.

Unamortized original-issue discount and issuance costs associated with the extinguished note were removed, and the newly issued instrument will be amortized over its revised term ending December 31, 2025.

As of September 30, 2025, the Company entered into several waiver and amendment agreements with certain convertible note holders (the “Waivers”).

The Waivers permitted the Company to complete a short-term financing transaction to address liquidity needs and amended the conversion and repayment terms of previously issued secured convertible notes.

Key changes included (i) an extension in maturity date of the related note to December 31, 2025, (ii) an increase in the percentage of future capital-raise proceeds required to be applied to debt repayment, and (iii) termination or modification of existing lock-up provisions.

(iv) and and added prepayment provisions tied to proceeds from that offering and future capital raises.

The Company evaluated the amended instruments under ASC 470-50, Debt Modifications and Extinguishments, and concluded that the changes did not result in substantially different terms.

Accordingly, each amendment was accounted for as a modification of existing debt rather than an extinguishment.

No gain or loss was recognized in connection with the amendments, and the effective interest rates were recalculated prospectively based on the revised cash-flow terms.

The carrying amounts of the notes continue to include unamortized original-issue discount and issuance costs, which will be amortized through the new maturity date of December 31, 2025.

As of September 30, 2025, all amended instruments remained outstanding and continued to accrue interest and amortization in accordance with the updated terms.

Factoring agreement

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.

As of September 30, 2025, $ 3.3 million of the Company’s total $ 11.6 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 $ 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 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 Company repaid a total amount of $ 2.4 million and $ 2.0 million during the three months ended September 30, 2025 and 2024, respectively, and $ 8.4 million and $ 8.3 million during the nine months ended September 30, 2025 and 2024, respectively, of the notes payable.

The Company entered into new loans in the amount of $ 12.1 million and $ 4.1 million for the nine months ended September 30, 2025 and 2024, respectively.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

As of September 30, 2025, the Company had an aggregate amount of $ 11.6 million in notes payable, net.

The notes had interest rates ranges between 3.75 % - 46.00 % per annum, due on various dates through December 2025.

As of September 30, 2025, the Company has outstanding short-term secured debt in the form of notes payable totaling $ 2.2 million, which is included in the $ 11.6 million in notes payable, net.

The effective interest rate on the short-term secured debt ranges between 34.59 % - 46.00 %.

The maturities of notes payable as of September 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.

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 total lease cost associated with right of use assets and operating lease liabilities was $ 11.0 thousand and $ 37.0 thousand for the three months ended September 30, 2025 and 2024, respectively, and $ 36.0 thousand and $ 0.2 million for the nine months ended September 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.

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Total lease assets 116 132

6 unchanged sentences

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:

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

10/01/2025-09/30/2026 45

7 unchanged sentences

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

As of June 30, 2025

As of September 30, 2025

Weighted-average remaining lease term (in years)

4 unchanged sentences

The Company's deferred revenue consists of the following:

June 30, 2025 December 31, 2024

September 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 nil and $ 2.3 million, as of June 30, 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 September 30, 2025 and December 31, 2024, respectively.

Sadot Group, Inc.

2 unchanged sentences

Other current liabilities consist of the following:

June 30, 2025 December 31, 2024

September 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:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Operating lease liability, non-current 92 111

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

Six Months Ended June 30,

Nine Months Ended September 30,

Income tax expense 2 9

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

June 30, 2025 December 31, 2024

September 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 and six months ended June 30, 2025, resulting in an effective tax rate of 0 %.

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

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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

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.

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.

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.

24 unchanged sentences

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

The contract was canceled on September 26, 2025, prior to the scheduled January 2026 delivery.

As a result of the cancellation, the Company recognized a loss of approximately $ 6.6 million during the three months ended September 30, 2025, representing the net impact of terminating the Company’s obligation under the forward arrangement.

Refer to Note 3 – Significant accounting policies, Note 20 – Fair value measurement and Note 21 – Financial instruments for additional information regarding the Derivative liability.

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

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

common stock occurring following the Effective Date.

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 $ 156.25 , subject to equitable adjustments for any combinations or splits of the 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.

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.

Aggia waived the vesting of their shares for the three months ended June 30, 2025 and were not entitled to any under agreement for the three months ended September 30, 2025.

Additionally, for the three and nine months ended September 30, 2025, the Company reimbursed Aggia for all operating costs related to Sadot Agri-Foods of $ 0.4 million and $ 1.9 million, respectively.

For the three and nine months ended September 30, 2024, operating costs related to Sadot Agri-Foods of $ 0.8 million and $ 2.9 million, respectively.

The Company had accrued a sales tax liability for approximately $ 2.2 thousand and $ 2.0 thousand as of September 30, 2025, and December 31, 2024, respectively.

Employment Agreements

6 unchanged sentences

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

Litigations, Claims and Assessments

On March 21, 2025, Cropit Farming Limited ("Cropit") commenced legal proceedings against our subsidiary, Sadot LLC, in the Commercial Registry of the High Court of Zambia.

The complaint alleges that certain agreements between the

Sadot Group, Inc.

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 ($ 7.7 thousand USD as of June 30, 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 June 30, 2025), interest, and costs.

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.

Based on current information, management does not believe that the ultimate resolution of this matter will have a material adverse effect on the Company's financial position or results of operations.

However, litigation is inherently unpredictable, and we cannot provide assurances regarding the outcome.

The Company has not recorded any material liabilities in connection with this matter as a loss is neither probable nor reasonably estimable at this time.

The Company will continue to evaluate this matter and will establish reserves if and when appropriate.

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.

Litigations, Claims and Assessments

Cropit Litigation

On March 21, 2025, Cropit Farming Limited ("Cropit") commenced proceedings against our subsidiary, Sadot LLC in the Commercial Registry of the High Court of Zambia seeking rescission of certain joint venture agreements, return of assets, and damages of approximately $ 6.7 million USD.

Sadot LLC has denied all allegations and filed counterclaims seeking declaratory relief, specific performance, injunctive relief, and damages including punitive damages of approximately 0.2 million Zambian Kwacha ($ 7.6 thousand USD as of September 30, 2025).

Following unsuccessful mediation, Sadot LLC filed for injunctive relief in August 2025 alleging Cropit's material breaches of the 2023 Joint Venture Agreement, including misappropriation of approximately 5.0 million Zambian Kwacha ($ 0.2 million USD as of September 30, 2025), in company funds, denial of access to farms and financial records, and failure to transfer five parcels of farmland as contractually required.

Sadot LLC also intends to pursue arbitration under ICC rules.

Management believes Sadot LLC has reasonably favorable prospects of success and intends to vigorously defend the claims whilst pursuing counterclaims.

No material liability has been recorded as a loss is neither probable nor reasonably estimable at this time.

Lombard Litigation

On November 7, 2024, Lombard Trading International Corp.

filed an Amended Complaint against the Company and Sadot Latam, LLC in the 11th Judicial Circuit of Florida in and for Miami-Dade County, Florida (Case No.:

2024-020971-CA-01).

The Amended Complaint alleges unjust enrichment, conversion, fraud, conspiracy and civil theft related to a commodities transaction.

The plaintiff claims that the Company failed to pay upon delivery of certain goods and is seeking damages in the amount of $ 7.4 million.

The Company has not received the goods and has not received the Bills of Lading that were contractually required for the transaction to be completed.

The Company denies these allegations and intends to vigorously defend against the claims.

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 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.

In the opinion of management after consulting legal counsel, such matters are currently not expected to have a material impact on the Company’s financial statements.

filed an Amended Complaint against Sadot Group Inc.

and Sadot Latam LLC in Florida state court (Case No.:

2024-020971-CA-01) alleging unjust enrichment, conversion, fraud, conspiracy and civil theft related to a commodities transaction, seeking damages of $ 7.4 million.

The Company denies all allegations, has not received the goods or the Bills of Lading contractually required for completion of the transaction, and intends to vigorously defend the claims.

On August 1, 2025, the court dismissed Lombard's third motion in its entirety.

A hearing on the Company's motion to dismiss has been scheduled.

No contingent liability has been recorded as of September 30, 2025.

Zen-Noh America Holdings Corp Litigation

Zen-Noh America Holdings Corp.

("Zen-Noh") has commenced Grain and Feed Trade Association ("GAFTA") arbitration proceedings against both Sadot Latam LLC and Sadot Group Inc.

The Company believes the proceedings against Sadot Group Inc.

have been brought wrongly as it is neither a party to the contract nor acted on it in any capacity.

Sadot Latam LLC's defense is assessed as having reasonable prospects of success based on Trans Trade RK SA v State Food and Grain Corporation of Ukraine [2025] EWHC 1803 (Comm), which provides that a seller's right to payment only arises upon proper tender of conforming documents.

As conforming documents (including original bills of lading) were never properly tendered, this may lead to a claim by Sadot against Zen-Noh for amounts paid.

The parties are exchanging submissions with an award expected in April or May 2026.

Management intends to vigorously defend the claims.

No contingent liability has been recorded as of September 30, 2025.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Star Fund Litigation

Star Fund LLC ("Star Fund") claims $ 2.9 million against Sadot Group Inc., Sadot Latam LLC, and Lombard Trading International Corp., alleging Sadot Group Inc.

guaranteed Sadot Latam LLC's obligations under a March 2025 factoring agreement.

Star Fund advanced approximately $ 2.5 million against an invoice for a wheat shipment that allegedly failed when the wheat was diverted and Lombard refused payment.

Star Fund's case relies solely on an October 2023 board resolution authorizing management to guarantee subsidiary debt up to $ 10 million with certain specified lenders.

Star Fund was not mentioned in the resolution.

No actual guaranty document exists, and Sadot Group Inc.

was not party to the factoring agreement, promissory note, or underlying invoice.

The Company denies all allegations and intends to vigorously defend, including challenging jurisdiction and seeking dismissal on grounds that no guaranty exists.

Management believes Sadot Group Inc.

has reasonable prospects of success.

No contingent liability has been recorded as of September 30, 2025.

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

In the opinion of management and its legal counsel intend to defend the matters vigorously and cannot determine at this time whether they will result in a material adverse effect on the financial statements.

The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements after consulting legal counsel.

3 unchanged sentences

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

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

regain compliance was approved.

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.

4 unchanged sentences

There was no change in the par value of our common stock.

The Company effectuated a Reverse Stock Split to raise the per share bid price of the Company’s Common Stock above $1.00 per share with the goal of bringing the Company back into compliance with Nasdaq Listing Rule 5550(a)(2).

The Company received notice from Nasdaq on November 1, 2024, indicating that the Company regained compliance with the minimum bid price requirement under the Rule.

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.

On September 9, 2025, the Company received a letter (the “Staff Determination”) from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that the Staff determined that the Company’s common stock had a closing bid price of less than $1.00 per share over the previous 30 consecutive business days from July 28, 2025 through September 8, 2025, and, as a result, did not comply with the Rule.

The Company was not eligible for the 180-calendar day compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A) because the Company effected a 1-for-10 reverse stock split on October 18, 2024, which occurred during the prior one-year period.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The Board unanimously approved a reverse split of the Company’s Common Stock at a ratio of one-for-ten (the “Reverse Stock Split”).

On September 9, 2025, 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 September 15, 2025.

As a result of the Reverse Stock Split, every 10 shares of the Company’s Common Stock issued and outstanding on the effective date were consolidated into one issued and outstanding share.

All stockholders who would be entitled to receive fractional shares as a result of the Reverse Stock Split received one whole share for their fractional share interest.

There was no change in the par value of our Common Stock.

On October 10, 2025, the Company received a letter from the Nasdaq Listing Qualifications Hearings Department (the “Letter”).

The Letter notified the Company that it has regained compliance with the bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) and is therefore in compliance with the continued listing requirements for the Nasdaq Capital Market.

As a result, the hearing before the Nasdaq Hearings Panel scheduled for October 21, 2025 has been cancelled.

The Company’s common stock will continue to be listed and traded on The Nasdaq Stock Market.

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 and six months ended June 30, 2025:

For the Three Months Ended June 30, 2025

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

For the Three Months Ended September 30, 2025

Sadot food service Sadot agri-foods Corporate adj.

4 unchanged sentences

Cost of goods sold — ( 6,630 ) — ( 6,630 )

Gross profit — 4,987 — 4,987

Gross profit / (loss) — ( 6,341 ) — ( 6,341 )

Depreciation and amortization expenses — ( 21 ) ( 1 ) ( 22 )

1 unchanged sentence

Sales, general and administrative expenses — ( 5,982 ) ( 1,406 ) ( 7,388 )

Income / (loss) from operations — 3,284 ( 1,514 ) 1,770

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

Loss from operations — ( 12,344 ) ( 1,991 ) ( 14,335 )

Interest expense, net — ( 424 ) ( 463 ) ( 887 )

Loss on debt extinguishment — — — —

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

Loss for continuing operations before income tax — ( 12,768 ) ( 2,454 ) ( 15,222 )

Income tax expense — — ( 2 ) ( 2 )

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

Net loss for continuing operations — ( 12,768 ) ( 2,456 ) ( 15,224 )

Loss for discontinued operations, net of income tax ( 38 ) — — ( 38 )

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

Net loss ( 38 ) ( 12,768 ) ( 2,456 ) ( 15,262 )

Net loss attributable to non-controlling interest — 73 — 73

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

Net loss attributable to Sadot Group Inc.

( 38 ) ( 12,695 ) ( 2,456 ) ( 15,189 )

2 unchanged sentences

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Six Months Ended June 30, 2025

For the Nine Months Ended September 30, 2025

Sadot food service Sadot agri-foods Corporate adj.

8 unchanged sentences

Sales, general and administrative expenses — ( 9,444 ) ( 3,796 ) ( 13,240 )

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

Loss from operations — ( 4,859 ) ( 6,230 ) ( 11,089 )

Interest expense, net ( 2,116 ) ( 1,549 ) ( 3,665 )

1 unchanged sentence

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

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

Loss for continuing operations before income tax — ( 6,975 ) ( 7,193 ) ( 14,168 )

Income tax expense — — ( 2 ) ( 2 )

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

Net loss for continuing operations — ( 6,975 ) ( 7,195 ) ( 14,170 )

Income for discontinued operations, net of income tax 14 — — 14

6 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 and six months ended June 30, 2024:

For the Three Months Ended June 30, 2024

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

For the Three Months Ended September 30, 2024

Sadot food service Sadot agri-foods Corporate adj.

13 unchanged sentences

Net income / (loss) for continuing operations — 3,869 ( 2,110 ) 1,759

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

Loss for discontinued operations, net of income tax ( 665 ) — — ( 665 )

Net income / (loss) ( 665 ) 3,869 ( 2,110 ) 1,094

5 unchanged sentences

Notes to the Condensed Consolidated Financial Statements (Unaudited)

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Sadot food service Sadot agri-foods Corporate adj.

23 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 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

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

September 30, 2025

Level 1 Level 2 Level 3 Total

3 unchanged sentences

Derivative contracts — — — —

Equity securities* — — 13,413 13,413

— — 13,413 13,413

1 unchanged sentence

Derivative liability — — — —

— 46,697 — 46,697

* Carried at cost;

disclosed as Level 3 for informational purposes only

Sadot Group, Inc.

11 unchanged sentences

— 92,154 — 92,154

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

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

See Note 18 – Commitments and contingencies and Note 21 – Financial instruments for details related to the Derivative liability being fair valued using Level 2 inputs.

3 unchanged sentences

Please refer to Note 3 – Significant accounting policies for additional information on ASC 815 leveling.

Equity Securities

During the period, the Company acquired an ownership interest in a third-party entity that develops and operates carbon credit projects.

This investment qualifies as an equity security under ASC 321 because the Company does not control the entity and does not have the ability to exercise significant influence over its operating and financial policies.

The Company’s Level 3 balance represents an equity investment measured at cost under the ASC 321 measurement alternative.

The investment was acquired in July 2025 through a non-cash settlement of accounts receivable and accounts payable with a counterparty.

Because the investment lacks a readily determinable fair value and uses significant unobservable inputs to estimate value, it is classified as Level 3 for disclosure purposes.

No observable price changes or impairment indicators were identified during the three and nine months ended September 30, 2025.

The following tables presents information about the Company's Level 3 roll forward for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

$’000 $’000 $’000 $’000

Beginning Balance — — — —

Additions 13,413 — 13,413 —

Unrealized gain recognized in earnings — — — —

Transfers in / out of Level 3 — — — —

Sales / disposals — — — —

Ending Balance 13,413 — 13,413 —

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Valuation Techniques and Inputs

The equity investment was acquired through the exchange of outstanding receivables and is carried at cost, less any impairment, in accordance with the measurement alternative for equity securities without readily determinable fair values.

The Company did not estimate fair value as of September 30, 2025, because observable market prices for the investment are not available and no valuation techniques using unobservable inputs were applied.

The investment is classified within Level 3 of the fair value hierarchy solely due to the absence of observable market data, rather than the use of a fair value model.

Changes in market conditions or project-specific developments could affect future assessments of impairment.

Financial Instruments

14 unchanged sentences

Our results of operations could be materially impacted by any counterparty or customer default, as we might not be able to collect money owed to us and/or our hedge might effectively be cancelled.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

We use hedges for no purpose other than to avoid exposure to changes in commodity prices between when we buy a shipment of commodities from a supplier and when we deliver it to a customer.

Our derivatives are not for purposes of trading in the futures market.

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 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

We earn our gross profit / (loss) 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 on September 30, 2025 and December 31, 2024 are as follows:

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

Asset (liability) derivatives:

1 unchanged sentence

Total — ( 60 )

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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 June 30,

Three Months Ended September 30,

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

1 unchanged sentence

Total — 5,461

Six Months Ended June 30,

Nine Months Ended September 30,

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

10 unchanged sentences

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 June 30, 2025 and December 31, 2024:

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

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

Derivatives Balance Sheet Location September 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 June 30,

Three Months Ended September 30,

Derivatives Location of Gain / (Loss) Recognized 2025 2024

1 unchanged sentence

Total — ( 1,718 )

Six Months Ended June 30,

Nine Months Ended September 30,

Derivatives Location of Gain / (Loss) Recognized 2025 2024

5 unchanged sentences

Under the 2021 Plan, the Company reserved 15,000 shares of common stock for issuance.

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.

As of September 30, 2025, 6,561 shares have been issued and 3,986 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 25,000 shares of common stock for issuance.

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.

As of September 30, 2025, 24,238 shares have been issued and 690 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 75,000 shares of common stock for issuance.

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

As of September 30, 2025, 74,996 shares have been issued under the 2024 Plan.

Sadot Group, Inc.

12 unchanged sentences

On March 31, 2024, the Company vested 5,009 shares of common stock to Aggia as consulting fees earned during the fourth quarter of 2023.

On June 30, 2024, the Company vested 13,990 shares of common stock to Aggia as consulting fees earned during the first quarter of 2024.

On August 14, 2024, the Company authorized the issuance of 5,498 shares of common stock in connection with the conversion of notes payable.

On August 19, 2024, the Company authorized the issuance of 10,425 shares of common stock in connection with the conversion of notes payable.

On August 26, 2024 the Company authorized the issuance of 4,750 shares of common stock to a consultant for services rendered.

On September 27, 2024, the Company authorized the issuance of 6,255 shares of common stock in connection with the conversion of notes payable.

On September 30, 2024, the Company vested 12,115 shares of common stock to Aggia as consulting fees earned during the second quarter of 2024.

On March 25, 2025, the Company authorized the issuance of 3,407 shares of common stock to consultants for services rendered.

1 unchanged sentence

On April 25, 2025, the Company exchanged a note payable of $ 25.0 thousand for 1,894 shares of common stock.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

On April 30, 2025, the Company exchanged a note payable of $ 0.1 million for 4,924 shares of common stock.

6 unchanged sentences

On June 10, 2025, the Company exchanged a note payable of $ 0.2 million for 16,667 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 30,000 shares of common stock.

1 unchanged sentence

On June 30, 2025, the Company authorized the issuance of 7,770 shares of common stock to consultants for services rendered.

On July 25, 2025, the Company authorized the issuance of 250,000 shares of common stock to a placement agent for services rendered in connection with an offering.

On August 19, 2025, the Company authorized the issuance of 5,000 shares of common stock to a consultant for services rendered.

On September 23, 2025, the Company authorized the issuance of 44,370 shares of common stock in connection with the conversion of notes payable.

On September 24, 2025, the Company authorized the issuance of 13,849 shares of common stock in connection with the conversion of notes payable.

On September 30, 2025, the Company authorized the issuance of 37,063 warrants in connection with the conversion of notes payable.

On September 30, 2025, the Company authorized the issuance of 9,940 shares of common stock to consultants for services rendered.

Preferred Stock

Our authorized preferred stock consists of 1,000,000 shares of preferred stock, $ 0.0001 par value per share.

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

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

Restricted Share Awards

4 unchanged sentences

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.

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.

Aggia permanently waived the vesting of RSA's for the three months ended June 30, 2025 and were not entitled to any for the three months ended September 30, 2025.

The total RSA's vested for Aggia for the nine months ended September 30, 2025 were 9,940 .

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

On September 30, 2025, there were 25,459 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 ( 24,710 ) 97.00

Unvested at June 30, 2024 876,379 9.32

Unvested at September 30, 2024 87,638 93.20

Unvested at December 31, 2024 64,033 70.82

2 unchanged sentences

Vested ( 33,370 ) 55.03

Unvested at June 30, 2025 553,940 5.96

Unvested at September 30, 2025 47,257 63.02

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

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.

Change in fair value of stock-based compensation was nil and $ 1.0 million for the three months ended September 30, 2025, and 2024, respectively, and $ 0.8 million and $ 2.7 million for the nine months ended September 30, 2025 and 2024, respectively.

See Note 18 – Commitments and contingencies for further details on Restricted Share Awards.

5 unchanged sentences

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:

8 unchanged sentences

Forfeited 151.00 ( 150 ) N/A —

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

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

Outstanding, September 30, 2024 109.00 8,125 3.42 3,125

Exercisable and vested, September 30, 2024 99.60 3,288 3.31 1,538

Outstanding, December 31, 2024 108.39 8,126 4.26 —

2 unchanged sentences

Forfeited 215.47 ( 3,223 ) N/A —

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:

Outstanding, September 30, 2025 105.34 4,903 2.09 —

Exercisable and vested, September 30, 2025 101.89 3,595 1.91 —

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

Weighted-average

7 unchanged sentences

Forfeited 314.70 ( 14,498 ) N/A —

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

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

Outstanding, September 30, 2024 189.00 159,301 2.07 —

Exercisable, September 30, 2024 189.00 159,302 2.07 —

Outstanding, December 31, 2024 186.20 159,313 1.82 —

Granted — — N/A —

Granted 12.50 12,504 4.85 —

Exercised — — N/A —

Forfeited 330.13 ( 3,871 ) N/A —

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

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

Outstanding, September 30, 2025 169.96 167,946 1.38 —

Exercisable, September 30, 2025 169.96 167,946 1.38 —

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Pre-Funded Warrants

On September 23, 2025, the Company completed a registered direct offering of (i) 44,370 shares of common stock and (ii) 37,063 pre-funded warrants, at purchase prices of $ 6.14 per Share and $ 6.1399 per Pre-Funded Warrant (equal to the share price less the $ 0.0001 per-share exercise price), for gross proceeds of approximately $ 500,000 before placement agent fees and offering expenses.

Each Pre-Funded Warrant is exercisable for one share of common stock at an exercise price of $ 0.0001 per share and is exercisable immediately, subject to any beneficial ownership limitations set forth in the warrant.

The Company classified the Pre-Funded Warrants in shareholders’ equity.

As of September 30, 2025, 37,063 Pre-Funded Warrants were exercised.

Stock-Based Compensation Expense

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.

Stock-based compensation related to restricted stock issued to employees, directors and consultants amounted to $ 0.6 million for the three months ended September 30, 2025, of which $ 0.3 million, were executive compensation, $ 37.6 thousand were given to the board of directors, $ 0.3 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 $ 1.7 million for the three months ended September 30, 2024, of which $ 0.1 million, were executive compensation, $ 36.4 thousand, were given to the board of directors, $ 0.1 million were given to consultants for services rendered and $ 1.5 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 $ 2.4 million for the nine months ended September 30, 2025, of which $ 0.6 million, were executive compensation, $ 0.2 million were given to the board of directors, $ 0.7 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 $ 4.4 million for the nine months ended September 30, 2024, of which $ 0.2 million, were executive compensation, $ 0.1 million were given to the board of directors, $ 0.3 million were given to consultants for services rendered and $ 3.9 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 1,500 to 2,000 at the Company’s Annual Meeting held on December 20, 2023.

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.

As of September 30, 2025, Aggia owned 6.2 % of the Company's common stock.

During the three and nine months ended September 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 nine months ended September 30, 2024, the Company recorded Stock-based consulting expense of $ 1.5 million and $ 3.9 million to its related party, Aggia for consulting services rendered.

For the three and nine months ended September 30, 2024, the Company reimbursed Aggia for all operating costs related to Sadot Agri-Foods of $ 0.8 million and $ 2.9 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, 2025 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.

The entity that owns the 30 % non-controlling interest, is 50 % owned by one of our board members.

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

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

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”.

Securities Purchase Agreement

On October 15, 2025, the Company entered into a Securities Purchase Agreement with various investors, pursuant to which the Company agreed to sell shares of common stock (par value $ 0.0001 per share) at a purchase price of $ 5.20 per share (subject to adjustment for forward or reverse stock splits, share dividends, share combinations and similar events).

The Company may issue up to an aggregate of 538,602 of shares of common stock under the terms of the agreement.

The Company has issued 103,577 under the agreement.

The closing of the offering is subject to customary closing conditions.

Secured Promissory Notes

On October 29, 2025, the Company entered into a Secured Promissory Note with an individual lender in the principal amount of $ 0.2 million.

The Note bears interest at 10 % per annum and matures on October 29, 2026.

The Note is secured by a security interest in all assets of the Company, including but not limited to accounts, equipment, inventory, intellectual property, and other personal property.

The Note includes customary events of default, and in the event of default, the interest rate increases to the lesser of 15 % per annum or the maximum rate permitted by law.

The Company may prepay the Note, in whole or in part, at any time without penalty.

Board of Directors Changes

On October 10, 2025, Na Yeon Hannah Oh notified the Company of her resignation as a member of the Company's Board of Directors (the "Board"), effective immediately.

In connection with her resignation from the Board, Ms.

Oh also resigned from her position as a member of the Board's Sustainability Committee.

Oh's resignation was a result of Ms.

Oh’s professional commitments and not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

On October 29, 2025, the Company’s Board also approved several governance changes.

The size of the Board was increased from five to six members, and Haggai Ravid, the Company’s Chief Executive Officer, was appointed as a director.

Following Mr.

Ravid’s appointment, David Errington, Ahmed Khan, Benjamin Petel, Stephen A.

Spanos, and Claudio Torres resigned from the Board.

Their resignations were not the result of any disagreement with the Company.

On October 30, 2025, the Board appointed Sean Schnapp, Alexander David, Liat Franco, and Yuriy Shirinyan as new directors to fill the vacancies.

The Board also reconstituted its standing committees, appointing Mr.

Schnapp as Chairperson of the Audit Committee and Audit Committee Financial Expert, Mr.

David as Chairperson of the Compensation Committee, and Ms.

Franco as Chairperson of the Nominating and Corporate Governance Committee.

Equity Line Commitment

In October 2025, the Company entered into this Purchase Agreement with an institutional investor (the “Investor”) pursuant to which the Company has the sole and unconditional right, at its sole discretion, to issue and sell to the Investor, from time to time, up to an aggregate of $ 10.0 million of its common stock (the “Commitment Amount”) over a 24-month period (the “Commitment Period”) commencing on the date the resale registration statement becomes effective and continuing until the earlier of (i) the expiration or termination of this Agreement, (ii) the full amount of the Commitment Amount has been issued and sold, or (iii) the date the parties agree to terminate the arrangement.

Under the Equity Line, the Company may deliver an advance notice at any time it elects to draw on the facility.

For each advance, the purchase price per share will equal 97 % of the lowest daily volume-weighted average price of the Company’s common stock during the applicable pricing period specified in the agreement.

The investor is required to purchase the shares covered by an advance notice provided the closing conditions are satisfied.

The agreement includes customary limitations, including a restriction that the investor’s beneficial ownership may not exceed 4.99 % of the Company’s outstanding common stock at any time, and a cap on total issuances under the facility of 19.99 % of the shares outstanding immediately prior to execution of the agreement, unless shareholder approval is obtained.

A resale registration statement covering all shares issuable under the Equity Line is required to remain effective throughout the term of the arrangement.

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.

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.

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.

In connection with this facility, the Company engaged a non-exclusive placement agent.

The placement agent is entitled to a cash fee equal to 1.25 % of the gross proceeds from any advances made under the Equity Line.

The placement agent’s engagement automatically terminates two months after the first advance, although the compensation provisions remain applicable to any future advances.

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