What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-19 compared with 2025-08-14 · 146 added, 129 removed, 351 unchanged (44% of the section changed)

1 unchanged sentence

Preliminary Note

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

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

The following Management’s Discussion and Analysis (“MD&A”), prepared as of November 19, 2025, should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements of Sadot Group Inc.

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

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

14 unchanged sentences

These forward-looking statements include, without limitation, information concerning Sadot’s possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment and possible growth opportunities .

Such statements should be read in conjunction with the discussion of liquidity, capital resources, and management’s plans contained elsewhere in this Report, including the disclosure regarding substantial doubt about the Company’s ability to continue as a going concern.

We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based.

3 unchanged sentences

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

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

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

Sadot LLC (“Sadot Agri-Foods”):

4 unchanged sentences

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

Following the financial performance in Q3 the management are in active discussions with the Board on alternatives to address this situation.

All options are being assessed.

The management continue to focus on monetizing the current assets of the Trading business as efficiently as possible.

It should be highlighted that the risk of future impairments on current assets is a possibility in Q4.

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

6 unchanged sentences

Governmental and other economic factors affecting our operations may vary.

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

EBITDA (14,351) 2,858 (10,413) 6,288

3 unchanged sentences

Our revenues are derived from Commodity sales.

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

Revenues from commodity sales have declined substantially in Q3.

The business has experienced significant trading difficulties around capital to support new trades, disputes on settlement of existing trades and a number of legal disputes on historic trades.

As mentioned above there is an ongoing board review of the business model that will conclude in Q4.

Impairments on assets of the Trading business cannot be excluded in Q4

Cost of Goods Sold

1 unchanged sentence

Reclassification

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

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

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

8 unchanged sentences

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

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

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

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

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

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

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

Stock-based expenses were $0.6 million and $1.7 million, for the three months ended September 30, 2025 and 2024 and $2.4 million and $4.4 million, for the nine months ended September 30, 2025 and 2024, respectively, and are recorded in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss).

Sales, General and Administrative Expenses

8 unchanged sentences

Net Income (Loss) Attributable to Non-controlling Interests

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

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

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

and $0.3 million and $0.2 million for the nine months ended September 30, 2025 and 2024, respectively.

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

7 unchanged sentences

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

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

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

GAAP measure, Net income and the calculations of the Net income Margin and EBITDA Margin 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

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

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

Adjustments to EBITDA:

6 unchanged sentences

(14,278) 2,927 (10,119) 6,457

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

Gross Profit attributable to Sadot Group Inc.

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

Gross profit / (loss) attributable to Sadot Group Inc.

(6,268) 7,728 4,952 16,427

Net income margin attributable to Sadot Group Inc.

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

(5281.0) % 0.5 % (5.7) % 0.6 %

1 unchanged sentence

(4940.5) % 1.5 % (4.1) % 1.3 %

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

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

Three Months Ended June 30, Variance

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

Three Months Ended September 30, Variance

2025 2024 $ %

3 unchanged sentences

Cost of goods sold (6,630) (193,247) 186,617 (96.6) %

Gross profit 4,987 5,788 (801) (13.8) %

Gross profit / (loss) (6,341) 7,659 (14,000) (182.8) %

Depreciation and amortization expenses (22) (49) 27 (55.1) %

1 unchanged sentence

Sales, general and administrative expenses (7,388) (3,424) (3,964) 115.8 %

Income from operations 1,770 2,074 (304) (14.7) %

Income / (loss) from operations (14,335) 2,473 (16,808) (679.7) %

Interest expense, net (887) (1,712) 825 (48.2) %

Change in fair value of stock-based compensation — 1,001 (1,001) (100.0) %

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

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

Income / (loss) for continuing operations before income tax (15,222) 1,762 (16,984) (963.9) %

Income tax expense (2) (3) 1 (33.3) %

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

Net income / (loss) for continuing operations (15,224) 1,759 (16,983) (965.5) %

Net income / (loss) for discontinued operations (38) (665) 627 (94.3) %

Net loss attributable to non-controlling interest 73 69 4 5.8 %

Net income attributable to Sadot Group Inc.

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

(15,189) 1,163 (16,352) (1406.0) %

1 unchanged sentence

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

Three Months Ended June 30,

Three Months Ended September 30,

Commodity sales 94.1 % 100.0 %

1 unchanged sentence

Cost of goods sold (2294.1) % (96.2) %

Gross profit 4.4 % 3.3 %

Gross profit / (loss) (2194.1) % 3.8 %

Depreciation and amortization expenses (7.6) % — %

1 unchanged sentence

Sales, general and administrative expenses (2556.4) % (1.7) %

Income from operations 1.6 % 1.2 %

Income / (loss) from operations (4960.1) % 1.2 %

Interest expense, net (306.9) % (0.9) %

Change in fair value of stock-based compensation — % 0.5 %

Loss on debt extinguishment (0.2) % — %

Income for continuing operations before income tax 0.3 % 1.3 %

Income / (loss) for continuing operations before income tax (5267.1) % 0.9 %

Income tax expense (0.7) % — %

Net income for continuing operations 0.3 % 1.3 %

Net income / (loss) for continuing operations (5267.8) % 0.9 %

Net income / (loss) for discontinued operations (13.1) % (0.3) %

Net loss attributable to non-controlling interest 25.4 % — %

Net income attributable to Sadot Group Inc.

Three Months Ended June 30, Variance

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

(5255.7) % 0.6 %

Gross Profit / (Loss)

Three Months Ended September 30, Variance

2025 2024 $ %

$’000 $’000 $’000

Commodity sales 272 200,906 (200,634) (99.9) %

1 unchanged sentence

Cost of goods sold (6,630) (193,247) 186,617 (96.6) %

Gross profit 4,987 5,788 (801) (13.8) %

Gross profit / (loss) (6,341) 7,659 (14,000) (182.8) %

NM= not meaningful

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

Our gross (loss) profit totaled $6.3 million loss for the three months ended September 30, 2025, compared to $7.7 million profit for the three months ended September 30, 2024.

The $14.0 million decrease is primarily attributed to a decrease in Commodity sales partially offset by a decrease in Cost of goods sold.

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

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

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

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

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

We generated Commodity sales of $0.3 million for the three months ended September 30, 2025, compared to $200.9 million for the three months ended September 30, 2024.

This represented a decrease of $200.6 million, This decrease is due to Sadot Agri Foods being unable to enter into additional trades because of lack of working capital.

We generated Other revenues of $17.0 thousand for the three months ended September 30, 2025, compared to nil for the three months ended September 30, 2024.

This represented an increase of $17.0 thousand, which is attributable to management fees income due to a new management service offered.

Cost of goods sold for the three months ended September 30, 2025, totaled $6.6 million compared to $193.2 million for the three months ended September 30, 2024.

The $186.6 million or 96.6% change is a direct result of the decrease in sales, reclassifying Sadot Agri-Foods consulting fees to sales, general and administrative cost in 2025 and the reclass of gain on derivative contracts.

Depreciation and Amortization Expenses

Three Months Ended June 30, Variance

Three Months Ended September 30, Variance

2025 2024 $ %

1 unchanged sentence

Depreciation and amortization expenses (22) (49) 27 (55.1) %

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

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

Depreciation and amortization expenses for the three months ended September 30, 2025, totaled $22.0 thousand compared to $49.0 thousand, for the three months ended September 30, 2024.

The $27.0 thousand decrease is mainly attributed to Farm related assets being fully depreciated in 2024.

Stock-Based Expenses

Three Months Ended June 30, Variance

Three Months Ended September 30, Variance

2025 2024 $ %

1 unchanged sentence

Stock-based expenses (584) (1,713) 1,129 (65.9) %

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

Stock-based expenses for the three months ended September 30, 2025, totaled $0.6 million compared to $1.7 million for the three months ended September 30, 2024.

The $1.1 million decrease in Stock-based expenses is primarily the result Aggia waiving the 40% of the Net income due to them for consulting fees.

2 unchanged sentences

Sales, General and Administrative Expenses

Three Months Ended June 30, Variance

Three Months Ended September 30, Variance

2025 2024 $ %

1 unchanged sentence

Sales, general and administrative expenses (7,388) (3,424) (3,964) 115.8 %

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

Sales, general and administrative expenses for the three months ended September 30, 2025, totaled $7.4 million compared to $3.4 million for the three months ended September 30, 2024.

The $4.0 million increase was primarily attributable to an increase in consulting fees as a result of reclassifying Sadot Agri-Foods consulting fees from cost of goods sold in 2025.

Other Income / (Expense)

Three Months Ended June 30, Variance

Three Months Ended September 30, Variance

2025 2024 $ %

1 unchanged sentence

Total other income / (expense), net (887) (711) (176) 24.8 %

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

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

Three Months Ended June 30, 2025

Other income for the three months ended September 30, 2025, totaled $0.9 million expense compared to $0.7 million income for the three months ended September 30, 2024.

The $0.2 million decrease in income was primarily attributable to a $1.0 million decrease in income due to the change in fair value of stock-based compensation due to Aggia waiving its consulting fees and vesting of stock and a $0.8 million decrease in interest expense.

Three Months Ended September 30, 2025

Sadot food service Sadot agri-foods Corporate adj.

3 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 on debt extinguishment — — (192) (192)

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

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

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

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)

Total assets 5,016 67,475 472 72,963

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Sadot food service Sadot agri-foods Corporate adj.

12 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

3 unchanged sentences

Total assets 5,431 164,638 958 171,027

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

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

Six Months Ended June 30, Variance

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

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

Nine Months Ended September 30, Variance

2025 2024 $ %

3 unchanged sentences

Cost of goods sold (242,189) (464,448) 222,259 (47.9) %

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

Gross profit / (loss) 4,658 16,258 (11,600) (71.3) %

Depreciation and amortization expenses (76) (232) 156 (67.2) %

1 unchanged sentence

Sales, general and administrative expenses (13,240) (6,518) (6,722) 103.1 %

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

Income / (loss) from operations (11,089) 5,078 (16,167) (318.4) %

Interest expense, net (3,665) (2,948) (717) 24.3 %

3 unchanged sentences

Income tax expense (2) (9) 7 (77.8) %

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

Net income / (loss) for continuing operations (14,170) 4,812 (18,982) (394.5) %

Net income / (loss) for discontinued operations 14 (1,713) 1,727 (100.8) %

Net loss attributable to non-controlling interest 294 169 125 74.0 %

Net income attributable to Sadot Group Inc.

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

(13,862) 3,268 (17,130) (524.2) %

1 unchanged sentence

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

Six Months Ended June 30,

Nine Months Ended September 30,

Commodity sales 100.0 % 100.0 %

5 unchanged sentences

Sales, general and administrative expenses (5.4) % (1.4) %

Income from operations 1.3 % 0.9 %

Income / (loss) from operations (4.5) % 1.1 %

Interest expense, net (1.5) % (0.6) %

1 unchanged sentence

Loss on debt extinguishment (0.1) % — %

Income for continuing operations before income tax 0.4 % 1.1 %

Income / (loss) for continuing operations before income tax (5.7) % 1.0 %

Income tax expense — % — %

Net income for continuing operations 0.4 % 1.1 %

Net income / (loss) for continuing operations (5.7) % 1.0 %

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

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

Net income attributable to Sadot Group Inc.

Gross Profits

Six Months Ended June 30, Variance

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

(5.6) % 0.7 %

Gross Profit / (Loss)

Nine Months Ended September 30, Variance

2025 2024 $ %

$’000 $’000 $’000

Commodity sales 246,778 480,706 (233,928) (48.7) %

1 unchanged sentence

Cost of goods sold (242,189) (464,448) 222,259 (47.9) %

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

Gross profit / (loss) 4,658 16,258 (11,600) (71.3) %

NM= not meaningful

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

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

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

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

Our gross profit / (loss) totaled $4.7 million for the nine months ended September 30, 2025, compared to $16.3 million for the nine months ended September 30, 2024.

The $11.6 million decrease is primarily attributed to a decrease in Cost of goods sold and an increase in other revenues, partially offset by a decrease in Commodity sales.

We generated Commodity sales of $246.8 million for the nine months ended September 30, 2025.

Commodity sales for the nine months ended September 30, 2024 was $480.7 million.

This represented a decrease of $233.9 million, which is primarily due to the Company not taking on trades with unfavorable margins.

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

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

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

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

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

Cost of goods sold for the nine months ended September 30, 2025, totaled $242.2 million.

The Cost of goods sold for the nine months ended September 30, 2024 was $464.4 million.

The $222.3 million change is primarily due to a direct result of the decrease in sales, reclassifying Sadot Agri-Foods consulting fees to sales, general and administrative cost in 2025 and the reclass of gain on derivative contracts .

Depreciation and Amortization Expenses

Six Months Ended June 30, Variance

Nine Months Ended September 30, Variance

2025 2024 $ %

1 unchanged sentence

Depreciation and amortization expenses (76) (232) 156 (67.2) %

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

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

The $0.2 million decrease is mainly attributed to Farm related assets being fully depreciated in 2024.

Stock-Based Expenses

Six Months Ended June 30, Variance

Nine Months Ended September 30, Variance

2025 2024 $ %

1 unchanged sentence

Stock-based expenses (2,431) (4,430) 1,999 (45.1) %

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

Stock-based expenses for the nine months ended September 30, 2025, totaled $2.4 million compared to $4.4 million for the nine months ended September 30, 2024.

The $2.0 million decrease in Stock-based expenses is primarily the result Aggia waiving the 40% of the Net income due to them for consulting fees.

2 unchanged sentences

Sales, General and Administrative Expenses

Six Months Ended June 30, Variance

Nine Months Ended September 30, Variance

2025 2024 $ %

1 unchanged sentence

Sales, general and administrative expenses (13,240) (6,518) (6,722) 103.1 %

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

Sales, general and administrative expenses for the nine months ended September 30, 2025 totaled $13.2 million, compared to $6.5 million, for the nine months ended September 30, 2024.

The $6.7 million increase was primarily attributable to an increase in consulting fees as a result of reclassifying Sadot Agri-Foods consulting fees from cost of goods sold.

Total Other Income, Net

Six Months Ended June 30, Variance

Nine Months Ended September 30, Variance

2025 2024 $ %

1 unchanged sentence

Total other income / (expense), net (3,079) (257) (2,822) 1098.1 %

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

Total other income / (expense), net for the nine months ended September 30, 2025 totaled $3.1 million compared to $0.3 million loss, for the nine months ended September 30, 2024.

The $2.8 million decrease in Total other income / (expense), net was attributable to a $0.7 million increase in Interest expense and a $0.2 million increase on Loss on extinguishment of debt, partially offset by a decrease of $1.9 million gain in the Change in fair value of accrued compensation.

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Sadot food service Sadot agri-foods Corporate adj.

7 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

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Total assets 5,016 67,475 472 72,963

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Sadot food service Sadot agri-foods Corporate adj.

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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

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Other current liabilities (3)

46,722 94,428

Liabilities held for sale (4)

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

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

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

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

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.

In the event we are required to obtain additional financing, either through borrowings, private placements, public offerings, or some type of business combination, such as a merger, or buyout, and there can be no assurance that we will be successful in such pursuits.

We may be unable to acquire the additional funding necessary to continue operating.

Accordingly, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell one or more lines of business or all or a portion of our assets, enter into a business combination or reduce or eliminate operations.

These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders losing all of their investment in our Company.

On September 30, 2025, current ratio, which equals Total current assets divided by Total current liabilities, was 0.97, a decrease of 0.19, compared to current ratio of 1.16 on December 31, 2024.

On September 30, 2025, working capital deficit, which equals Total current assets less Total current liabilities, was $1.5 million a decrease of $22.0 million, compared to a working capital surplus of $20.5 million on December 31, 2024.

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

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 and led the business to increase borrowing to cover collection delays.

During Q3 the company increased its borrowing by $1.3 million.

Subsequent to Q3 the business has entered into further borrowing agreements These are referred to in Note 24 – Subsequent events.

These short-term borrowings, together with the equity line of credit, are expected to provide interim credit support.

The Company is currently experiencing delays in converting receivables into cash, which has impacted the timing of available liquidity.

Management continues to actively manage collections, review credit facilities, and negotiate repayment arrangements with certain creditors to support liquidity requirements.

In the event we are required to obtain additional financing—whether through borrowings, private placements, public offerings, or strategic transactions such as mergers or asset sales—there can be no assurance that such efforts will be successful.

Failure to obtain adequate funding could require us to sell one or more business lines or assets, enter into a business combination, or reduce or cease operations.

Any such transactions, to the extent available, could result in significant dilution to existing shareholders or the loss of their investment in our Company.

We will need to raise additional capital.

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

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

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

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

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

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

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

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

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

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

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

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

Management has performed a going concern assessment covering a period of twelve months from the issuance date of these unaudited condensed consolidated financial statements.

While there is no assurance that existing borrowings and the equity line of credit will provide sufficient funding to support operations for the full assessment period, management believes it remains appropriate to prepare the financial statements on a going-concern basis.

Management believes the actions described above, 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, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date these financial statements are 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.

Sources and Uses of Cash for the Nine Months Ended September 30, 2025 and 2024

For the nine months ended September 30, 2025, Net cash used in operating activities from continuing operation was $7.2 million compared to $1.4 million provided by operating activities for the nine months ended September 30, 2024.

Net cash used in operating activities from discontinued operations was $11.0 thousand and Net cash provided by operating activities from discontinued operations was $0.6 million, respectively, for the nine months ended September 30, 2025 and 2024.

Our Net cash used for the nine months ended September 30, 2025, was primarily attributable to our Net loss of $14.2 million, adjusted for net non-cash income in the aggregate amount of $9.0 million and $2.1 million of Net cash used by changes in the levels of operating assets and liabilities.

Our Net cash provided for the nine months ended September 30, 2024, was primarily attributable to our Net income of $3.1 million, adjusted for net non-cash income in the aggregate amount of $3.2 million and $4.9 million of Net cash used in changes in the levels of operating assets and liabilities.

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

For the nine months ended September 30, 2024, Net cash used in investing activities from continuing operations was $1.0 thousand, consisting of $13.0 thousand, which was used in the purchase of property and equipment, partially offset by $12.0 thousand, which was provided by the disposal of property and equipment.

Net cash provided by investing activities from discontinued operations was $1.0 million.

For the nine months ended September 30, 2025, Net cash provided by financing activities from continuing operations was $6.1 million, consisting of proceeds from notes payable of $12.1 million and proceeds from issuance of common stock of $2.4 million, partially offset by repayments of various other notes payable of $8.4 million.

Net cash used in financing activities from discontinued operations was nil and $0.1 million, respectively, for the nine months ended September 30, 2025 and 2024.

For the nine months ended September 30, 2024, Net cash used in financing activities was $2.1 million, consisting of repayments of various other notes payable of $6.2 million partially offset by $4.1 million of proceeds from notes payable.

Critical Accounting Policies and Estimates

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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.

There is a degree of seasonality in the growing cycles, procurement and transportation of crops.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis