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Item 1. Business

2026-04-29 compared with 2025-03-11 · 1207 added, 561 removed, 89 unchanged (95% of the section changed)

1 unchanged sentence

Sadot Group Inc.

("Sadot Group" or "SGI" or together with its subsidiaries, the “Company” or "Sadot"), a Nevada corporation was incorporated in Nevada on October 25, 2019.

The principal corporate office of Sadot Group is located at 295 E Renfro St., Suite 209, Burleson, Texas, 76028, and the telephone number at that location is (832) 604-9568.

(“Sadot Group” or “SGI”

or together with its subsidiaries, the “Company” or “Sadot”), a Nevada corporation was incorporated in Nevada

on October 25, 2019.

The principal corporate office of Sadot Group is located at 295 E Renfro St., Suite 300, Burleson, Texas, 76028,

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

Our website address is www.sadotgroupinc.com .

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

The terms “we”, “us” and “our” are also used in the Form 10-K to refer to the Company.

Throughout the Form 10-K, the terms “restaurants”, “stores”, “eatery” and “locations” are used interchangeably.

While Sadot Group as the parent Company, does not directly own or operate any restaurants throughout this document we may refer to restaurants that were owned or operated by our subsidiaries as being Company-owned.

Sadot Group together with its subsidiaries, is referred

to in this Form 10-K annual report (“Form 10-K”) as the Company.

The terms “we”, “us” and “our”

are also used in the Form 10-K to refer to the Company.

Throughout the Form 10-K, the terms “restaurants”, “stores”,

“eatery” and “locations” are used interchangeably.

While Sadot Group as the parent Company, does not directly

own or operate any restaurants throughout this document we may refer to restaurants that were owned or operated by our subsidiaries as

being Company-owned.

Sadot Group is our parent company.

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

Effective July 27, 2023, we changed our company name from Muscle Maker, Inc., to Sadot Group Inc.

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

As of December 31, 2024, Sadot Group consisted of one distinct operating unit and one discontinued operations.

In late 2022, Sadot Group transformed from a U.S.-centric

restaurant business into a global organization focused on the Agri-Foods supply-chain.

Effective July 27, 2023, we changed our company

name from Muscle Maker, Inc., to Sadot Group Inc.

Sadot Group is headquartered in Burleson, Texas with intended operations throughout

the United States, Brazil, Canada, Singapore, Ukraine, United Arab Emirates and Zambia.

During the third and fourth quarters of 2025,

the Company exited its remaining international operations.

Operations in Brazil, Canada, and the United Arab Emirates were discontinued

during this period, as these locations were not generating positive cash flow.

The Company no longer maintains consultants or ongoing

business activity in Singapore and Ukraine.

Zambia was closed due to a legal proceeding with the local partner and a judgement against

As of December 31, 2025, Sadot Group consisted

of one distinct operating unit engaged in the global Agri-Foods industry

Sadot LLC (“Sadot Agri-Foods”):

Sadot Group’s largest operating unit is a global Agri-Foods company engaged in farming, commodity trading and shipping of food and feed (e.g., soybean meal, wheat and corn) via dry bulk cargo ships across the globe.

Sadot Agri-Foods competes with the ABCD commodity companies (ADM, Bunge, Cargill, Louis-Dreyfus) as well as many regional organizations.

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

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

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.

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

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

Sadot Group’s operating unit was intended to be a global

Agri-Foods company engaged in farming, commodity trading and shipping of food and feed (e.g., soybean meal, wheat and corn) via dry bulk

cargo ships across the globe.

Sadot Agri-Foods competes with the ABCD commodity companies (ADM, Bunge, Cargill, Louis-Dreyfus) as well

as many regional organizations.

Sadot Agri-Foods operates, through a majority owned subsidiary, a roughly 5,000 acre farm in Zambia with

a focus on major commodities such as wheat, soy and corn alongside high-value tree crops such as avocado and mango.

A default judgment

related to the farm was issued during the fourth quarter of 2025.

While the company has appealed this ruling, it has recognized an impairment

of $11.8 million on the Zambia farm to reflect the associated financial impact.

In addition, the Company had a deposit on farmland in

Indonesia which was written off during the fourth quarter of 2025.

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.

Our business involved farming,

commodity trading, and shipping of food and feed products, such as soybean meal, wheat, and corn, via dry bulk cargo ships across global

We have recently encountered substantial operational issues that have severely impacted our ability to conduct these activities

These challenges include, but are not limited to, disruptions in our supply chain, such as delays in sourcing raw materials,

logistical bottlenecks in shipping and transportation, and inefficiencies in our farming operations due to difficult regulatory environments

including a legal system, adverse weather conditions, labor shortages, inefficient regulatory environments, various court proceedings

or equipment failures.

Additionally, geopolitical tensions, trade restrictions, fluctuating commodity prices, and increased competition

in the agri-foods sector have compounded these issues, leading to halted or suspended trading activities and an inability to fulfill contracts

or secure new ones.

Between November 2022 and October 2025, Aggia LLC FZ (“Aggia”) was providing consultancy in connection

with the food supply chain activities which were designed to become the most important focus of the Company.

However, as a result of disappointing

performances in 2025, the Company decided to end the relationship with Aggia.

On November 20, 2025, the Company entered into a Settlement

Agreement and Mutual Release (the “Settlement Agreement”) with Aggia.

Pursuant to the Settlement Agreement, the Company and

Aggia agreed to terminate the Services Agreement dated as of November 14, 2022, as amended (collectively, the “Agreement Documents”),

and to fully settle, compromise, and discharge all claims, debts, obligations, and liabilities arising out of or related to the Agreement

The Company is assessing the potential business opportunities surrounding supply chain, before making any decisions as to whether

the Company wants to engage a replacement to the services previously provided by Aggia.

In 2025, the Company sold the assets relating to its U.S.-centric restaurant business.

Sadot Restaurant

Group, LLC (“Sadot Food Services”) held three concepts, including two fast casual restaurant concepts, Pokémoto and

Muscle Maker Grill.

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

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

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

The restaurants were founded on the belief of taking every-day menu options and converting them into “healthier for you” menu choices with the goal of satisfying consumers demand for healthier choices, customization, flavor and convenience.

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

December 4, 2025, the Company and its wholly-owned subsidiaries, Pokemoto LLC, Poke Co Holdings, LLC, and Muscle Maker Development, LLC

(collectively, the “Sellers”), completed the sale of substantially all of the assets related to the Pokemoto and Muscle Maker

Grill franchise businesses (the “Business”) to MARV Brands of America LLC, a Delaware limited liability company, and MARV

Brands Inc., an Ontario business corporation (collectively, the “Buyers”), pursuant to an Asset Purchase Agreement dated December

4, 2025 (the “Purchase Agreement”).

Under the terms of the Purchase Agreement, the Buyers acquired the assets of the Business,

including franchise agreements, intellectual property (such as trademarks, recipes, operations manuals, and brand standards), inventory,

marketing funds, gift card balances, and other related assets, for a total purchase price of $2,900,000 (the “Purchase Price”).

The Purchase Price consisted of:

(i) a $100,000 earnest money deposit previously paid by the Buyers;

(ii) $2,600,000 paid at closing;

and (iii) a $200,000 holdback amount (the “Holdback Amount”) payable subject to certain conditions, including the delivery

of specified missing franchise and transfer agreements as outlined in a side letter agreement dated December 4, 2025 (the “Side

The Holdback Amount is contingent upon the Sellers delivering fully executed copies of various missing agreements on or

before the holdback payment date.

The deadline for delivery has lapsed and the Company has not delivered all required agreements.

the $200,000 holdback receivable has been written off as of December 31, 2025.

In connection with the closing, the parties also executed

a Trademark Assignment Agreement dated December 4, 2025, pursuant to which the Company and Pokemoto LLC assigned all trademarks related

to the Business to MARV Brands Inc.

The transaction closed on December 4, 2025, and the Company received the closing payment in accordance

with the wire instructions.

The sale allowed the Company to divest its franchise restaurant operations and further focus on its agri-food

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

On October 9, 2024, the Company filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State to affect 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 October 18, 2024.

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 where were entitled to receive fractional share interest.

There was no change in the par value of the Company's common stock.

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

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 shareholders 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.

The Company previously effected a 1-for-10 reverse stock split effective October 18, 2024.

and per share amounts included in these consolidated financial statements have been adjusted to reflect both reverse stock splits.

see Note 18 – Commitments and contingencies for further details.

Sadot Agri-Foods:

Sadot LLC, through its subsidiaries, Sadot Latam, Sadot Brazil, Sadot Canada, Sadot Dubai and Sadot Enterprises (Zambia Farm), operates to enhance global food security by establishing an integrated supply-chain within the international Agri-food commodity industry that includes shipping, sourcing, farming and production.

Our current primary focus is on farming, trading and shipping food and feed commodity items such as soy meal, corn and wheat between countries via containers or cargo ships.

These shipments enhance global food security by providing raw materials and ingredients to various food manufacturers as part of the overall food supply chain.

Sadot Latam LLC ("Sadot Latam") :

In May 2023, the Company expanded its Sadot Agri-Foods subsidiary within the agri-commodity sourcing and trading operations into North, Central and South America.

The expansion was facilitated by a 5 year consulting agreement signed on June 14, 2023, providing for an annual consulting fee of $0.5 million per year and potential profit sharing calculated on a quarterly basis, between Sadot Agri-Foods’ operations and Buenaventura Trading LLC (“Buenaventura”) based in Miami FL.

Buenaventura, led by Fausto Plaza, seasoned trade and finance professional, and a team of experienced trading consultants with backgrounds from several of the largest international food supply chain organizations, provides exposure to new trade routes throughout the Americas.

The Buenaventura agreement was updated on December 20, 2024, providing a new annual consulting fee of $0.9 million per year and removing the profit sharing arrangement.

Sadot Enterprises Limited Ltd ("Sadot Enterprises":

Sadot Farm Operations ("Sadot Zambia" is 100% owned by Sadot Enterprises Limited, which is 70% owned by Sadot LLC) includes approximately 5,000 acres of farmland in the Mkushi Region of Zambia which was acquired in August of 2023.

Sadot LLC, with and through its subsidiaries, Sadot

Latam, Sadot Brazil, Sadot Canada, and Sadot Enterprises (Zambia Farm), had the intent to operate and enhance global food security by

establishing an integrated supply-chain within the international Agri-food commodity industry that includes shipping, sourcing, farming

and production.

The primary focus was on farming, trading and shipping food and feed commodity items such as soy meal, corn and wheat

between countries via containers or cargo ships.

These shipments enhance global food security by providing raw materials and ingredients

to various food manufacturers as part of the overall food supply chain.

During 2025, the Company ceased operations and closed Sadot Brazil

and Sadot Canada.

Sadot Enterprises is subject to an ongoing legal dispute regarding farm ownership in Zambia, for which the Company has

filed an appeal, part of which is an attempt to collect a gross amount of $3.5 million.

Sadot LLC remains an active operating entity.

Sadot Latam LLC (“Sadot

In May 2023, the Company expanded its Sadot Agri-Foods subsidiary within the agri-commodity sourcing and trading operations

into North, Central and South America.

The expansion was facilitated by a 5 year consulting agreement signed on June 14, 2023, providing

for an annual consulting fee of $0.5 million per year and potential profit sharing calculated on a quarterly basis, between Sadot

Agri-Foods’ operations and Buenaventura Trading LLC (“Buenaventura”) based in Miami FL.

Buenaventura was supposed to

provide exposure to new trade routes throughout the Americas.

The Buenaventura agreement was updated on December 20, 2024, providing a

new annual consulting fee of $0.9 million per year and removing the profit sharing arrangement.

The Buenaventura agreement was cancelled

during the second quarter of 2025.

Sadot Enterprises Limited Ltd

(“Sadot Enterprises”:

Sadot Farm Operations (“Sadot Zambia” is 100% owned by Sadot Enterprises Limited, which

is 70% owned by Sadot LLC) includes approximately 5,000 acres of farmland in the Mkushi Region of Zambia which was acquired in August

Farm operations are focused on the supply of grains (soy, corn and wheat) as well as tree crops (mango and avocado).

Sadot Brasil Ltda ("Sadot Brazil"):

In December 2023 Sadot Agri-Foods onboarded a team of seasoned industry professionals in Brazil to form Sadot Brazil.

The Brazilian subsidiary is managed by Paulo de Sa and Flavio de Campos, two well-known industry veterans, who've gathered a team of professionals in commodity farming, sourcing, financing, and logistics, to operate the Brazilian operations.

Sadot Brazil provides access to new trade routes originating in North, Central, and South America with destinations to various markets in Central and South America, as well as considerably enhancing its sourcing capabilities in one of the most important agricultural production regions worldwide.

Sadot Canada Inc ("Sadot Canada"):

As of December

11, 2025 Sadot LLC lost our legal case in the Zambia courts pertaining to the ownership of the farm.

Following the judgement, the company

filed an appeal in 2026 seeking recovery of $3.5 million and as such has entered into a dispute with its local partner Cropfit Farming

Limited (“Cropit”).

The appeal process is expected to take in excess of one year.

Sadot Brasil Ltda (“Sadot

In December 2023 Sadot Agri-Foods onboarded a team of industry professionals in Brazil to form Sadot Brazil.

was subsequently closed during the fourth quarter of 2025 for lackluster performance.

Sadot Canada Inc (“Sadot

In July and August 2024 the Company expanded its Sadot Agri-Foods operations with the expansion into Canada.

This entity is focused on commodity trading in Canada.

Sadot Agri FZCO (“Sadot Dubai”):

In September 2024 the Company expanded its Sadot Agri-Foods operation with the expansion into United Arab Emirates.

This entity was established to expand our banking and financing opportunities and for agri-food sourcing and transition our Black Sea trading operations from Sadot LLC to Sadot Dubai.

Sadot Dubai will focus on trades in Black Sea and European based originations with Southeast Asian & China destinations.

entity was focused on commodity trading in Canada.

The Canadian office was closed on September 3, 2025.

Sadot Food Service:

Over the past year, the Company converted all its corporately owned and operated locations into franchise owned locations or closed underperforming locations.

This strategy helped position the division to potentially divest the restaurants allowing the Company to focus on its international Agri-Foods supply chain business segments.

The division sold SuperFit Foods in August 2024 and currently only operates as the franchisor for Muscle Maker Grill and Pokémoto restaurants which are identified as Assets held for sale.

With the substantial pivot in the company’s strategy over the past two years, the Company will be focusing its growth on the international Agri-Foods supply-chain, including farming, commodity trade and shipping operations and is actively selling its legacy restaurant business.

Our goal is to continue enhancing the Sadot Group Inc.

global operations by creating a comprehensive, global Agri-Foods company that encompasses farming, agricultural commodity shipping and trading, distribution and production.

Our Strengths

Realizing the insurmountable challenges operating

a small agri food supply business, Sadot Group’s management and board has been looking to acquire or merge with a non-volatile cash

flow producing activity.

These efforts began in the fourth quarter of 2025.

Sadot Agri-Foods

Sadot LLC (“Sadot Agri-Foods”):

Sadot Agri-Foods competes with companies such as the ABCD commodity companies (ADM, Bunge, Cargill, Louis-Dreyfus) as well as many regional organizations.

The environment in which Sadot operates is populated with large, multi-layered, and cumbersome companies.

The Sadot Group is an efficient and agile operation, with the ability to take advantage of arising opportunities in a constantly growing and evolving industry.

Over the past two years, The Company has assembled a team of industry professionals to manage and execute the Company’s overall strategy and day-to-day operations.

The teams consist of industry experts, with decades of experience working for multinational companies, bringing their reputation, industry know-how and work practices to the group.

These professionals who are in charge of devising and implementing the Company’s strategy while overseeing the day-to-day operations, are all highly experienced, well-versed and recognized in the Agri-food commodity supply-chain industry.

This experience enables Sadot to gain recognition amongst the Company's operational and financial counterparts.

The Company is actively establishing its presence in strategically important production, financial and operational regions throughout the world.

In addition, over the past two years, the Company has established a global footprint in key financial and operational international locations, positioning itself to take advantage of the various geographies’ benefits.

These separate and distinct locations enables the Company to diversify operations and avoid dependence on any single market.

Each of the Company’s subsidiaries is led by a seasoned professional that has devised a specific strategy tailored to their location while our Executive team oversees the implementation into the overall Company vision.

Operating in a global industry prone to many market volatility factors, the Company’s diversification strategy is key to our entire operation.

Diversifying geographically, financially and across products allows the Company to hedge operations and potentially increase profit margins over time.

As a growing company, we have the benefit of being agile and asset-light, with a goal of being well positioned to seize time-sensitive opportunities and strategically invest in certain geographies, commodities and assets based on a forward-looking market understanding.

As part of our Agri-commodities operations, the Company is currently investing in forward-looking products such as carbon credits.

This will allow us to offer lower carbon or carbon neutral products in the future, as well as offsetting our own carbon emissions.

This rapidly growing market segment is becoming an essential component of global supply-chains and Sadot is already engaged in this market.

Group’s sole operating unit was intended to be a global Agri-Foods company engaged in farming, commodity trading and shipping of

food and feed (e.g., soybean meal, wheat and corn) via dry bulk cargo ships across the globe.

Sadot Agri-Foods competes with companies

such as the ABCD commodity companies (ADM, Bunge, Cargill, Louis-Dreyfus) as well as many regional organizations.

The environment in which

Sadot operates is populated with large, multi-layered, and cumbersome companies.

The Sadot Group goal was to become an efficient and agile

operation, with the ability to take advantage of arising opportunities in a constantly growing and evolving industry.

Following the financial

performance during the third quarter of 2025 and as a result of substantial operational issues that have severely impacted our ability

to conduct operations effectively, management of the Company began evaluating alternative business lines to address this situation.

continues to assess all options.

The management continues to focus on monetizing the current assets of Sadot Agri-Foods as efficiently

It should be highlighted that certain assets were impaired totaling $31.0 million and the risk of continued future impairments

on other assets is a possibility going forward.

We have outsourced certain administrative functions

for our Sadot Agri-Foods business to third-party service providers.

We also outsource certain information technology support services

and benefit plan administration.

Our Sadot Agri-Foods operations have historically relied on Aggia LLC FZ (“Aggia”) as third-party

consultants to execute commodity trades and conduct farming operations.

On November 20, 2025, the Company entered into a Settlement Agreement

and Mutual Release (the “Settlement Agreement”) with Aggia.

Pursuant to the Settlement Agreement, the Company and Aggia agreed

to terminate the Services Agreement dated as of November 14, 2022, as amended (collectively, the “Agreement Documents”), and

to fully settle, compromise, and discharge all claims, debts, obligations, and liabilities arising out of or related to the Agreement

The Company is assessing the potential business opportunities surrounding supply chain, before making any decisions as to whether

the Company wants to engage a replacement to the services previously provided by Aggia.

Over the past two years, the Company tried to assemble

a team of industry professionals to manage and execute the Company’s overall strategy and day-to-day operations.

The teams consisted

of industry experts, with decades of experience working for multinational companies, bringing their reputation, industry know-how and

work practices to the group.

These professionals who were in charge were overseeing the day-to-day operations.

As part of our Agri-commodities operations, the Company

invested in forward-looking products such as carbon credits.

This was designed to offer lower carbon or carbon neutral products in the

future, as well as offsetting its own carbon emissions.

However the downturn in carbon credit markets and our inability to monetize the

asset has led us to believe that the Company should focus on alternative activities.

As a result, the Company decided to discontinue making

any additional investments in the Carbon Credit area, and has decided to write off its previous investment in the amount of $13.4 million.

Our Intellectual Property

We have registered Sadot ® , Pokémoto ® , Muscle Maker Grill ® and other certain names used by our restaurants as trademarks or service marks with the United States Patent and Trademark Office and Muscle Maker Grill ® in one foreign country.

Our brand campaign, Great Food with Your Health in Mind ™ and Get in the Aloha State of Mind ™ have also been approved for registration with the United States Patent and Trademark Office.

In addition, the Sadot, Muscle Maker Grill and Pokémoto logos, recipes, website name and addresses ( www.sadotgroupinc.com , www.musclemakergrill.com and www.pokemoto.com ) and Facebook, Instagram, Linkedin, Twitter and other social media and internet accounts are our intellectual property as well as Muscle Maker Grill and Pokémoto recipes and trade dress.

We maintain the recipe for our healthy inspired recipes, as well as certain proprietary standards, specifications and operating procedures, as trade secrets or confidential proprietary information.

We have registered Sadot ® , Pokémoto ® ,

Muscle Maker Grill ® and other certain names used by our restaurants as trademarks or service marks with the United States

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

This was one of the contributing factors for

achieving the sale price for the restaurant activities which the board believed was a fair price.

As noted above, Pokémoto®,

Muscle Maker Grill® and other certain names used by our restaurants as trademarks or service marks were sold in 2025.

Our Competition

Sadot Agri-Foods

Sadot Agri-Foods operates in the global agri-food industry.

We have significant competition in the markets in which we operate based principally on price, foreign exchange rates, quality, global supply and alternative products.

Given the commodity-based nature of our business, Sadot, on an ongoing basis, expects to focus on managing unit costs and improving efficiency through technology improvements and productivity enhancements.

Sadot Agri-Foods operates in the global agri-food

We have significant competition in the markets in which we operate based principally on price, foreign exchange rates, quality,

global supply and alternative products.

We also compete with local farming operations within the countries we own farmland.

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Sadot Group Inc.

serves as a holding company of the following subsidiaries:

• Sadot Restaurant Group LLC, a directly wholly owned subsidiary, with was formed in Nevada on December 13, 2023 which holds the below subsidiaries:

• Muscle Maker Development, LLC, a directly wholly owned subsidiary, which was formed in Nevada on July 18, 2019, for the purpose of running our existing franchise operations and continuing to franchise the Muscle Maker Grill name and business system to qualified franchisees.

serves as a holding

company of the following subsidiaries:

● Sadot Restaurant Group LLC, a directly wholly owned subsidiary, was formed

in Nevada on December 13, 2023 which holds the below subsidiaries.

The company sold its remaining restaurant related assets in 2025.

company plans to dissolve the below entities in the future.

● Muscle Maker Development, LLC, a directly wholly owned subsidiary, which

was formed in Nevada on July 18, 2019, for the purpose of running our restaurant focused operations which have been discontinued.

Muscle Maker Grill brand was sold in December 2025.

● Muscle Maker Corp.

LLC, a directly wholly owned subsidiary, which was formed in Nevada on July 18, 2019, for the purposes operating corporate restaurants which currently have been closed or converted to franchise owned locations.

• Muscle Maker USA, Inc., a directly wholly owned subsidiary, which was formed in Texas on March 14, 2019, for the purposes operating corporate restaurants which currently have been closed or converted to franchise owned locations.

LLC, a directly wholly owned subsidiary, which was formed

in Nevada on July 18, 2019, for the purposes of operating corporate restaurants which currently have been closed or sold.

● Muscle Maker USA, Inc., a directly wholly owned subsidiary, which was formed

in Texas on March 14, 2019, for the purposes of operating corporate restaurants which currently have been closed or sold.

● Muscle Maker Development International.

LLC, a directly wholly owned subsidiary, which was formed in Nevada on November 13, 2020, to franchise the Muscle Maker Grill name and business system to qualified franchisees internationally.

• Pokémoto LLC, a directly wholly owned subsidiary, which was formed in Nevada on August 19, 2021, to serve as a holding company for various company owned locations which currently have been closed or converted to franchise owned locations.

• Poke Co Holdings LLC, a directly wholly owned subsidiary, which was formed in Connecticut on July 18, 2018 to franchise the Pokémoto name and business system to qualified franchisees.

• Sadot LLC, a directly wholly owned subsidiary, which was formed in Delaware on October 19, 2022 to participate in activities such as sourcing, distributing and production of agri-food products.

• Sadot Latam LLC, a directly wholly owned subsidiary, which was formed for the purpose of its agri-food sourcing and trading operations.

• Sadot Enterprises, Ltd (Farming Operations), a directly 70% owned subsidiary, ventured into crop farm production in Southern Africa with a focus on major commodities like wheat, soy, and corn, alongside high-value tree crops such as avocado and mango.

• Sadot Brasil Ltda, a directly wholly owned subsidiary, which was formed for the purpose of its agri-food sourcing and trading operations.

• Sadot LLC of Mauritius, a directly wholly owned subsidiary, which was formed to expand our banking and financing opportunities for the agri-food businesses.

• Sadot Canada Inc., a directly wholly owned subsidiary, which was formed for the purpose of its agri-food sourcing and trading operations

• Sadot Agri FZCO, a directly wholly owned subsidiary, which was formed to expand our banking and financing opportunities and for agri-food sourcing and trading operations.

You should carefully review the risks described below as they identify important factors that could cause our actual results to differ materially from our forward-looking statements, expectations and historical trends.

Any of the following risk factors, either by itself or together with other risk factors, could materially adversely affect our business, results of operations, cash flows and/or financial condition.

The risks described below are not the only risks facing the Company.

Additional risks and uncertainties not currently known or currently viewed to be immaterial may also materially and adversely affect business, financial condition or results of operations.

LLC, a directly wholly owned subsidiary,

which was formed in Nevada on November 13, 2020, to franchise the Muscle Maker Grill name and business system to qualified franchisees

internationally, which business we are no longer pursuing.

The Muscle Maker Grill brand was sold in December 2025.

● Pokémoto LLC, a directly wholly owned subsidiary, which was formed

in Nevada on August 19, 2021, to serve as a holding company for various company owned locations which currently have been closed or sold.

● Poke Co Holdings LLC, a directly wholly owned subsidiary, which was formed

in Connecticut on July 18, 2018 to franchise the Pokémoto name and business system to qualified franchisees, which business we

are no longer pursuing.

The Pokémoto brand was sold in December 2025.

● Sadot LLC, a directly wholly owned subsidiary, which was formed in Delaware

on October 19, 2022 to participate in activities such as sourcing, distributing and production of agri-food products.

Through December

31, 2025, the Company through its subsidiary Sadot LLC received and continues to receive offers to engage in food supply chain transactions.

The Company did not find any of these offers compelling.

While the revenue from any single transaction that could be generated was substantial,

the proposed profits margins were low, and the realization of the proposed margins were to be in non-cash instrument in the form of a

receivable or an asset.

The Company continues in 2026 to scrutinize offers, sourcing, distributing and production of agri-food although

there is no guarantee that the Company will successfully engage in such transactions or if it does engage in such transactions that they

will result in generating a profit.

● Sadot Latam LLC, a directly wholly owned subsidiary, was formed for the

purpose of its agri-food sourcing and trading operations.

● Sadot Enterprises, Ltd (Farming Operations), a directly 70% owned subsidiary,

ventured into crop farm production in Southern Africa with a focus on major commodities like wheat, soy, and corn, alongside high-value

tree crops such as avocado and mango.

● Sadot Brasil Ltda, a directly wholly owned subsidiary, which was formed

for the purpose of its agri-food sourcing and trading operations.

● Sadot LLC of Mauritius, a directly wholly owned subsidiary, which was formed to expand our banking and

financing opportunities for the agri-food businesses.

● Sadot Canada Inc., a directly wholly owned subsidiary, which was formed

for the purpose of its agri-food sourcing and trading operations

You should carefully review the risks described below

as they identify important factors that could cause our actual results to differ materially from our forward-looking statements, expectations

and historical trends.

Any of the following risk factors, either by itself or together with other risk factors, could materially adversely

affect our business, results of operations, cash flows and/or financial condition.

The risks described below are not the only risks facing

Additional risks and uncertainties not currently known or currently viewed to be immaterial may also materially and adversely

affect business, financial condition or results of operations.

These risks can be impacted by factors beyond management’s control.

Risks Related to Our Business and Industry

We will need additional capital to fund our operations, which, if obtained, could result in substantial dilution or significant debt service obligations.

We may not be able to obtain additional capital on commercially reasonable terms, which could adversely affect our liquidity and financial position.

In order to continue operating, we may need 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.

We require significant capital in relation to our Sadot operations, including continuing access to credit markets, to operate our current business and fund our growth strategy.

Our working capital requirements, including margin requirements on open positions on futures exchanges, are directly affected by the price of agricultural commodities, which may fluctuate significantly and change quickly.

Moreover, the expansion of our business and pursuit of acquisitions or other business opportunities may require significant amounts of capital.

Access to credit markets and pricing of our capital is dependent upon maintaining sufficient credit ratings from credit rating agencies.

Sufficient credit ratings allow us to access cost competitive tier one commercial paper markets.

If we are unable to maintain sufficiently high credit ratings, access to these commercial paper and other debt markets and costs of borrowings could be adversely affected.

If we are unable to generate sufficient cash flow or maintain access to adequate external financing, including as a result of significant disruptions in the global credit markets, it could restrict our current operations and our growth opportunities.

We manage this risk with constant monitoring of credit/liquidity metrics, cash forecasting, and routine communications with credit rating agencies regarding risk management practices.

If we need to raise additional capital, we do not know what the terms of any such capital raising would be.

In addition, any future sale of our equity securities could dilute the ownership and control of your shares and could be at prices substantially below prices at which our shares currently trade.

We may seek to increase our cash reserves through the sale of additional equity or debt securities.

The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our shareholders.

The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity.

In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties.

We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

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

Our indebtedness could negatively affect our financial condition, decrease our liquidity and impair our ability to operate the business.

If cash on hand is insufficient to pay our obligations or margin calls as they come due at a time when we are unable to draw on our credit facility, it could have an adverse effect on our ability to conduct our business.

Our ability to make payments on and to refinance our indebtedness will depend on our ability to generate cash in the future.

Our ability to generate cash is dependent on various factors.

These factors include general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

Certain of our long-term borrowings include provisions that require minimum levels of working capital and equity and impose limitations on additional debt.

Our ability to satisfy these provisions can be affected by events beyond our control, such as the demand for and the fluctuating price of commodities.

Noncompliance with these provisions could result in default and acceleration of long-term debt payments.

We are subject to global and regional economic downturns and related risks.

The level of demand for our products is affected by global and regional demographic and macroeconomic conditions, including population growth rates and changes in standards of living.

A significant downturn in global economic growth, or recessionary conditions in major geographic regions, may lead to reduced demand for agricultural commodities and food products, which could adversely affect our business and results of operations.

Further, deteriorating economic and political conditions in our major markets, such as inflation, increased unemployment, decreases in disposable income, declines in consumer confidence, uncertainty about economic stability, or economic slowdowns or recessions, could cause a decrease in demand for our products.

Additionally, weak global economic conditions and adverse conditions in global financial and capital markets, including rising interest rates and constraints on the availability of credit, have in the past adversely affected, and may in the future adversely affect, the financial condition and creditworthiness of the financial institutions that serve as our lenders and as counterparties to the over-the-counter derivative instruments we use to manage risks and some of our customers, suppliers, and other counterparties, which in turn may negatively impact our financial condition and results of operations.

Over the course of the last year, concerns have arisen with respect to the financial condition of a number of regional banking organizations in the United States and global financial institutions.

Although our exposure has been de minimis to these financial institutions, we continue to monitor our counterparty exposure across all of the financial services companies with which we conduct business.

We face significant operational challenges in our

global agri-foods operations, which have resulted in a significant curtailing of our operations and could materially continue to adversely

affect our business, financial condition, results of operations, and future prospects.

Our business involves farming, commodity trading,

and shipping of food and feed products, such as soybean meal, wheat, and corn, via dry bulk cargo ships across global markets.

recently encountered substantial operational issues that have severely impacted our ability to conduct these activities effectively.

challenges include, but are not limited to, disruptions in our supply chain, such as delays in sourcing raw materials, logistical bottlenecks

in shipping and transportation, and inefficiencies in our farming operations due to adverse weather conditions, labor shortages, or equipment

Additionally, geopolitical tensions, trade restrictions, fluctuating commodity prices, and increased competition in the agri-foods

sector have compounded these issues, leading to halted or suspended trading activities and an inability to fulfill contracts or secure

As a result of these operational difficulties, we

have had to curtail a significant portion of our operations, which has strained our liquidity, increased our reliance on external financing,

and heightened the risk of default under our existing obligations.

If we are unable to resolve these operational challenges in a timely

manner—through measures such as restructuring our supply chain, diversifying our sourcing strategies, or investing in improved infrastructure—our

business may continue to suffer prolonged periods of inactivity.

This could lead to further erosion of our market position, loss of key

customers and partners, regulatory scrutiny, or even insolvency.

Moreover, our dependence on global markets exposes us to ongoing risks

from external factors, including volatile commodity prices, changes in international trade policies, environmental regulations, and disruptions

from events like pandemics, natural disasters, or political instability in key regions where we operate or source materials.

There can be no assurance that we will successfully

overcome these operational issues or resume revenue-generating activities.

Failure to do so could result in a material adverse effect

on our financial condition, stock price, and ability to continue as a going concern, potentially leading to delisting from Nasdaq or other

exchanges, reduced access to capital, and diminished investor confidence.

We will need additional capital to fund our operations,

which, if obtained, could result in substantial dilution or significant debt service obligations.

We may not be able to obtain additional

capital on commercially reasonable terms, which could adversely affect our liquidity and financial position.

In order to continue operating, we need 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.

We require significant capital in relation to our

Sadot operations, including continuing access to credit markets, to operate our current business and fund our growth strategy.

capital requirements, including margin requirements on open positions on futures exchanges, are directly affected by the price of agricultural

commodities, which may fluctuate significantly and change quickly.

Moreover, the expansion of our business and pursuit of acquisitions

or other business opportunities may require significant amounts of capital.

Access to credit markets and pricing of our capital is dependent

upon maintaining sufficient credit ratings from credit rating agencies.

We have been unable to maintain sufficiently high credit ratings,

and, as a result, access to certain tier one commercial paper and other debt markets and costs of borrowings are not currently available.

If we are unable to generate sufficient cash flow or maintain access to adequate external financing, including as a result of significant

disruptions in the global credit markets, it could restrict our current operations and our growth opportunities.

We manage this risk with

constant monitoring of credit/liquidity metrics, cash forecasting, and routine communications with credit rating agencies regarding risk

management practices.

We need to raise additional capital, which could result

in dilution or increased debt obligations.

The Company may seek to raise additional capital to

fund operations, strategic initiatives, or other corporate purposes.

On April 13, 2026, our shareholders approved an amendment to our

Articles of Incorporation to increase the number of authorized shares of common stock from 2,000,000 to 250,000,000.

This increase provides

the Company with flexibility to issue additional common stock for equity financing, acquisitions, or equity compensation.

Future issuances of common stock could dilute the

ownership and voting power of existing shareholders and may be issued at prices substantially below the prices at which our shares currently

The Company may also seek to increase cash reserves through the issuance of convertible debt or other equity securities.

of convertible debt or additional equity securities could result in substantial dilution to existing shareholders.

The incurrence of indebtedness would result in additional

debt service obligations and could include operating and financial covenants that restrict our operations and liquidity.

Additionally,

our ability to obtain financing on acceptable terms is subject to market conditions, investor demand, and other uncertainties.

be no assurance that financing, whether through equity or debt, will be available in amounts or on terms acceptable to the Company, if

Any failure to raise additional funds on favorable terms could materially adversely affect our liquidity, financial condition,

and results of operations.

Our indebtedness could negatively affect our financial condition, decrease

our liquidity and impair our ability to operate the business.

If cash on hand is insufficient to pay our obligations,

it could have an adverse effect on our ability to conduct our business.

As we were not presented with cash generating opportunities in

the supply chain, we are seeking alternative lines of businesses.

While we still maintain Sadot LLC and are scrutinizing occasional sporadic

trading offers, our focus on alternative sectors is picking up speed.

Our ability to raise capital in the future will depend on a shareholder

approval to increase the authorized shares of common stock, and to acquire an additional operating entity should we decide to spin off

the supply chain activity.

There is no guarantee that the Company will successfully engage in such transactions in the commodity trading

business or if it does engage in such transactions that they will result in generating a profit.

Further, there is no guarantee that the

Company will be able to acquire a new operating entity or if it does acquire such entity it will operate profitably.

We are subject to global and regional economic

downturns and related risks.

The level of demand for our products is affected by

global and regional demographic and macroeconomic conditions, including population growth rates and changes in standards of living.

significant downturn in global economic growth, or recessionary conditions in major geographic regions, may lead to reduced demand for

agricultural commodities and food products, which could adversely affect our business and results of operations.

Further, deteriorating

economic and political conditions in our major markets, such as inflation, increased unemployment, decreases in disposable income, declines

in consumer confidence, uncertainty about economic stability, or economic slowdowns or recessions, could cause a decrease in demand for

our products.

Additionally, weak global economic conditions and

adverse conditions in global financial and capital markets, including rising interest rates and constraints on the availability of credit,

have in the past adversely affected, and may in the future adversely affect, the financial condition and creditworthiness of the financial

institutions that serve as our lenders and as counterparties to the over-the-counter derivative instruments we use to manage risks and

some of our customers, suppliers, and other counterparties, which in turn may negatively impact our financial condition and results of

Over the course of the last year, concerns have arisen with respect to the financial condition of a number of regional banking

organizations in the United States and global financial institutions.

Although our exposure has been de minimis to these financial institutions,

we continue to monitor our counterparty exposure across all of the financial services companies with which we conduct business.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 7.A.

Quantitative and Qualitative Disclosures About Market Risk” for more information.

We expect the pressures of input cost inflation to continue into 2024.

Further, the United States has reported and is continuing to report weaker GDP growth, with some economists forecasting a continuation of these conditions in 2024.

Brazil is experiencing a slowing GDP growth rate coupled with relatively high interest rates, which may result in an uncertain economic and political environment that could in turn lead to reduced demand for our refined and specialty oils and milling products in the country.

Argentina has experienced hyperinflation, high fiscal deficit and negative GDP growth in recent quarters, and faces additional uncertainty in connection with the newly-elected President's anticipated economic and monetary policies.

Additionally, a slowdown in China's economy over a prolonged period, including as a result of population decline, real estate crisis and other factors, could lead to reduced global demand for agricultural commodities.

To the extent that such economic and political conditions negatively impact consumer and business confidence and consumption patterns or volumes, our business and results of operations could be significantly and adversely affected.

We are exposed to adverse weather conditions, pandemic outbreaks, political events, war and terrorism that could disrupt business and may adversely affect the availability, quality and price of agricultural commodities and agricultural commodity products, as well as our operations and operating results.

Our headquarters, trade offices, franchised restaurant locations, and farms, as well as certain of our vendors and customers, are located in areas which have been and could be subject to natural disasters such as floods, droughts, blizzards, hurricanes, tornadoes, fires or earthquakes.

Adverse weather conditions have historically caused volatility in the agricultural commodity industry and consequently in our operating results by causing crop failures or significantly reduced harvests, which may affect the supply and pricing of the agricultural commodities that we sell and use in our business, and negatively affect the creditworthiness of agricultural producers who do business with us.

Our farming operations are currently solely located in the Mkushi region of Zambia.

In this region, adverse weather during the fertilizer application, planting, and harvest seasons can have negative impacts on our crop yields and planting cycles.

Adverse crop conditions in the Mkushi region can increase the input costs or lower the market value of our products relative to other market participants that do not have the same geographic concentration.

Severe adverse weather conditions, such as hurricanes and severe storms, may also result in extensive property damage, extended business interruption, personal injuries, and other loss and damage to us.

Our operations also rely on dependable and efficient transportation services, including transportation by ocean vessel, river barges, rail, and truck.

A disruption in transportation services as a result of weather conditions, such as low river levels following periods of drought, may also have a significant adverse impact on our operations and related supply chains.

Additionally, the potential physical impacts of climate change are uncertain and may vary by region.

These potential effects could include changes in rainfall patterns, water shortages, changing sea levels, changing storm patterns and intensities, and changing temperature levels that could adversely impact our costs and business operations, the location, costs and competitiveness of agricultural commodity production and related storage and processing facilities and the supply and demand for agricultural commodities.

These events also could have indirect consequences such as increases in the cost of insurance if they result in significant loss of property or other insurable damage and the effect could be material to our results of operations, liquidity or capital resources.

We are subject to economic, political, and other risks of doing business globally and in emerging markets.

We are a global business with a substantial majority of our assets and operations located outside the United States.

In addition, our business strategies may involve expanding or developing our business in emerging market regions, including South American, Eastern Europe, Asia-Pacific, the Middle East, and Africa.

and Qualitative Disclosures About Market Risk” for more information.

We expect the pressures of input cost inflation to

continue into 2026.

Further, the various conflicts and wars in the Middle East and Europe have had a negative impact on the price per

United States has reported and is continuing to report weaker GDP growth, with some economists forecasting a continuation of these

conditions in 2026.

We are exposed to adverse weather conditions, pandemic

outbreaks, political events, war and terrorism that could disrupt business and may adversely affect the availability, quality and price

of agricultural commodities and agricultural commodity products, as well as our operations and operating results.

Our headquarters, trade offices, and farms, as well

as certain of our vendors and customers, are located in areas which have been and could be subject to natural disasters such as floods,

droughts, blizzards, hurricanes, tornadoes, fires or earthquakes.

Adverse weather conditions have historically caused

volatility in the agricultural commodity industry and consequently in our operating results by causing crop failures or significantly

reduced harvests, which may affect the supply and pricing of the agricultural commodities that we sell and use in our business, and negatively

affect the creditworthiness of agricultural producers who do business with us.

Our farming operations have solely been located in the

Mkushi region of Zambia.

In this region, adverse weather during the fertilizer application, planting, and harvest seasons can have negative

impacts on our crop yields and planting cycles.

Adverse crop conditions in the Mkushi region can increase the input costs or lower the

market value of our products relative to other market participants that do not have the same geographic concentration.

Furthermore we

learned the hard way, that entering transactions in Zambia are full of complexities and outcomes which are either unjust or at a minimum

stretching into many months and years.

Severe adverse weather conditions, such as hurricanes

and severe storms, may also result in extensive property damage, extended business interruption, personal injuries, and other loss and

damage to us.

Our operations also rely on dependable and efficient transportation services, including transportation by ocean vessel,

river barges, rail, and truck.

A disruption in transportation services as a result of weather conditions, such as low river levels following

periods of drought, may also have a significant adverse impact on our operations and related supply chains.

Additionally, the potential physical impacts of climate

change are uncertain and may vary by region.

These potential effects could include changes in rainfall patterns, water shortages, changing

sea levels, changing storm patterns and intensities, and changing temperature levels that could adversely impact our costs and business

operations, the location, costs and competitiveness of agricultural commodity production and related storage and processing facilities

and the supply and demand for agricultural commodities.

These events also could have indirect consequences

such as increases in the cost of insurance if they result in significant loss of property or other insurable damage and the effect could

be material to our results of operations, liquidity or capital resources.

We are subject to economic, political, and other risks of doing business

globally and in emerging markets.

We were trying to build a global business with a substantial

majority of our assets and operations located outside the United States.

In addition, our business strategies may involve expanding or

developing our business in emerging market regions, including South American, Eastern Europe, Asia-Pacific, the Middle East, and Africa.

Due to the international nature of our business, we are exposed to various risks of international operations, including:

• adverse trade policies or trade barriers on agricultural commodities and commodity products;

• new and developing requirements related to GHG emissions and other climate change initiatives and workforce diversity;

● adverse trade policies or trade barriers on agricultural commodities and

commodity products;

● new and developing requirements related to GHG emissions and other climate

change initiatives and workforce diversity;

● and inclusion mandates;

• inflation, hyperinflation, and adverse economic effects resulting from governmental attempts to control inflation, such as the imposition of wage and price controls and higher interest rates.

For example, inflation rates in many countries in which we operate are currently at the highest levels in decades, resulting in tighter monetary policies, including higher interest rates;

• changes in laws and regulations or their interpretation or enforcement in the countries in which we operate, including the effects of complying with tax law on us and our shareholders;

• difficulties in enforcing agreements or judgments and collecting receivables in foreign jurisdictions;

• exchange controls or other currency restrictions and limitations on the movement of funds, such as on the remittance of dividends and/or reimbursements by subsidiaries;

● inflation, hyperinflation, and adverse economic effects resulting from governmental

attempts to control inflation, such as the imposition of wage and price controls and higher interest rates.

For example, inflation rates

in many countries in which we operate are currently at the highest levels in decades, resulting in tighter monetary policies, including

higher interest rates;

● changes in laws and regulations or their interpretation or enforcement in

the countries in which we operate, including the effects of complying with tax law on us and our shareholders;

● difficulties in enforcing agreements or judgments and collecting receivables

in foreign jurisdictions;

● exchange controls or other currency restrictions and limitations on the

movement of funds, such as on the remittance of dividends and/or reimbursements by subsidiaries;

● inadequate infrastructure and logistics challenges;

• sovereign risk and the risk of government intervention, including through expropriation, or regulation of the economy or natural resources, including restrictions on foreign ownership of land or other assets;

• the requirement to comply with a wide variety of laws and regulations that apply to international operations, including, without limitation, economic sanctions regulations, labor laws, import and export regulations, anti-corruption and anti-bribery laws, as well as other laws or regulations discussed in this "Item 1A.

● sovereign risk and the risk of government intervention, including through

expropriation, or regulation of the economy or natural resources, including restrictions on foreign ownership of land or other assets;

● the requirement to comply with a wide variety of laws and regulations that

apply to international operations, including, without limitation, economic sanctions regulations, labor laws, import and export regulations,

anti-corruption and anti-bribery laws, as well as other laws or regulations discussed in this “Item 1A.

Risk Factors” section;

• challenges in maintaining an effective internal control environment with operations in multiple international locations, including language differences, varying levels of U.S.

GAAP expertise in international locations and multiple financial information systems;

● challenges in maintaining an effective internal control environment with

operations in multiple international locations, including language differences, varying levels of U.S.

GAAP expertise in international

locations and multiple financial information systems;

● changes in a country’s or region’s economic or political condition;

• labor disruptions, civil unrest, significant political instability, coup attempts, wars or other armed conflict or acts of terrorism.

These risks could adversely affect our operations, business strategies, and operating results.

As a result of our international operations, we are also exposed to currency exchange rate fluctuations.

● labor disruptions, civil unrest, significant political instability, coup

attempts, wars or other armed conflict or acts of terrorism.

These risks could adversely affect our operations,

business strategies, and operating results.

As a result of our international operations, we are

also exposed to currency exchange rate fluctuations.

Changes in exchange rates between the U.S.

dollar and other foreign currencies, particularly the Brazilian Real, Canadian dollar, Zambian Kwacha, and the euro affect our revenues and expenses that are denominated in local currencies, affect farm economics in those regions and may also have a negative impact on the value of our assets located outside of the United States.

Additionally, there continues to be a great deal of uncertainty regarding U.S.

dollar and other foreign currencies, particularly

the Brazilian Real, Canadian dollar, Zambian Kwacha, and the euro affect our revenues and expenses that are denominated in local currencies,

affect farm economics in those regions and may also have a negative impact on the value of our assets located outside of the United States.

Additionally, there continues to be a great deal of

uncertainty regarding U.S.

and global trade policies for companies with multinational operations like ours.

In recent years, there has been an increase in populism and nationalism in various countries around the world and consequently historical free trade principles are being challenged.

As we continue to operate our business globally, our success will depend, in part, on the nature and extent of any such changes and how well we are able to anticipate, respond to and effectively manage any such changes.

Our Company is subject to numerous laws, regulations, and mandates globally which could adversely affect our operating results and forward strategy.

Our Company does business globally, connecting crops and markets in various countries, and is required to comply with laws and regulations administered by the United States federal government as well as state, local, and non-U.S.

In recent years, there has

been an increase in populism and nationalism in various countries around the world and consequently historical free trade principles are

being challenged.

As we continue to operate our business globally, our success will depend, in part, on the nature and extent of any such

changes and how well we are able to anticipate, respond to and effectively manage any such changes.

Our Company is subject to numerous laws, regulations,

and mandates globally which could adversely affect our operating results and forward strategy.

Our Company does business globally, connecting crops

and markets in various countries, and is required to comply with laws and regulations administered by the United States federal government

as well as state, local, and non-U.S.

governmental authorities in numerous areas including:

accounting and income taxes, anti-corruption, anti-bribery, global trade, trade sanctions, environmental, product safety, and handling and production of regulated substances.

Our Company might face challenges from U.S.

and foreign tax authorities regarding the amount of taxes due including questions regarding the timing, amount of deductions, the allocation of income among various tax jurisdictions and further risks related to changing tax laws domestically and globally.

Any failure to comply with applicable laws and regulations or appropriately resolve these challenges could subject our Company to administrative, civil, and criminal remedies, including fines, penalties, disgorgement, injunctions, and recalls of its products and damage to its reputation.

Government policies, mandates, and regulations specifically affecting the agricultural sector and related industries;

accounting and income taxes, anti-corruption,

anti-bribery, global trade, trade sanctions, environmental, product safety, and handling and production of regulated substances.

might face challenges from U.S.

and foreign tax authorities regarding the amount of taxes due including questions regarding the timing,

amount of deductions, the allocation of income among various tax jurisdictions and further risks related to changing tax laws domestically

and globally.

Any failure to comply with applicable laws and regulations or appropriately resolve these challenges could subject our Company

to administrative, civil, and criminal remedies, including fines, penalties, disgorgement, injunctions, and recalls of its products and

damage to its reputation.

Government policies, mandates, and regulations

specifically affecting the agricultural sector and related industries;

regulatory policies or matters that affect a variety of businesses;

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and political instability could adversely affect our Company’s operating results.

Agricultural production and trade flows are subject to government policies, mandates, regulations and trade agreements, including taxes, tariffs, duties, subsidies, incentives, foreign exchange rates and import and export restrictions, including policies related to genetically modified organisms, traceability standards, sustainable practices, product safety and labeling, renewable fuels, and low carbon fuel mandates.

These policies can influence the planting of certain crops;

Agricultural production and trade flows are subject

to government policies, mandates, regulations and trade agreements, including taxes, tariffs, duties, subsidies, incentives, foreign exchange

rates and import and export restrictions, including policies related to genetically modified organisms, traceability standards, sustainable

practices, product safety and labeling, renewable fuels, and low carbon fuel mandates.

These policies can influence the planting of certain

the location and size of crop production;

whether unprocessed or processed commodity products are traded;

the volume and types of imports and exports;

the volume and types

of imports and exports;

the availability and competitiveness of feedstocks as raw materials;

the viability and volume of production of certain of our products;

the viability and volume of production of

certain of our products;

and industry profitability.

International trade regulations can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions.

Regulations of financial markets and instruments, including the Dodd-Frank Act, Consumer Protection Act, and the European Market Infrastructure Regulation, create uncertainty and may lead to additional risks and costs, and could adversely affect our futures commission merchant business and our agricultural commodity risk management practices.

Future government policies may adversely affect the supply of, demand for, and prices of our products;

adversely affect our ability to deploy adequate hedging programs;

International trade regulations can adversely affect agricultural commodity trade

flows by limiting or disrupting trade between countries or regions.

Regulations of financial markets and instruments, including the Dodd-Frank

Act, Consumer Protection Act, and the European Market Infrastructure Regulation, create uncertainty and may lead to additional risks and

costs, and could adversely affect our futures commission merchant business and our agricultural commodity risk management practices.

government policies may adversely affect the supply of, demand for, and prices of our products;

adversely affect our ability to deploy

adequate hedging programs;

restrict our ability to do business in our existing and target markets;

and adversely affect our revenues and operating results.

Our Company’s operating results could be affected by political instability and by changes in monetary, fiscal, trade, and environmental policies, laws, regulations, and acquisition approvals, creating risks including, but not limited to:

changes in a country’s or region’s economic or political conditions, local labor conditions and regulations, and safety and environmental regulations;

and adversely affect our revenues and

operating results.

Our Company’s operating results could be affected

by political instability and by changes in monetary, fiscal, trade, and environmental policies, laws, regulations, and acquisition approvals,

creating risks including, but not limited to:

changes in a country’s or region’s economic or political conditions, local labor

conditions and regulations, and safety and environmental regulations;

reduced protection of intellectual property rights;

changes in the regulatory or legal environment;

changes in the

regulatory or legal environment;

restrictions on currency exchange activities;

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adverse tax, administrative agency or judicial outcomes;

and regulation or taxation of greenhouse gases.

International risks and uncertainties, including changing social and economic conditions as well as terrorism, political hostilities, and war, could limit our ability to transact business in these markets.

Our Company benefits from the free flow of agricultural and food and feed ingredient products from the U.S.

and regulation or taxation

of greenhouse gases.

International risks and uncertainties, including changing social and economic conditions as well as terrorism, political

hostilities, and war, could limit our ability to transact business in these markets.

Our Company benefits from the free flow of agricultural

and food and feed ingredient products from the U.S.

and other sources to markets around the world.

Increases in tariff and restrictive trade activities around the world (e.g., the U.S.-China trade relations dispute, Iran sanctions) could negatively impact our ability to enter certain markets or the price of products may become less competitive in those markets.

Proposed tariffs on imports into the United States, potential retaliatory tariffs on U.S.

exports, and potential renegotiation of trade deals may impact our existing or planned operations or strategic ventures and could adversely affect our business, financial condition, results of operations and cash flows.

Our strategy involves expanding the volume and diversity of crops it merchandises and processes, expanding the global reach of our core model, expanding our value-added product portfolio, and expanding the sustainable agriculture programs and partnerships it participates in.

Government policies including, but not limited to, antitrust and competition law, trade restrictions, food safety regulations, sustainability requirements and traceability, can impact our ability to execute this strategy successfully.

Upon the expansion of our operations internationally, we could be adversely affected by violations of the U.S.

Foreign Corrupt Practices Act and similar worldwide anti-bribery and anti-kickback laws.

We have expanded our operations outside the United States for both our restaurant divisions and Sadot.

Foreign Corrupt Practices Act, and other similar anti-bribery and anti-kickback laws and regulations, generally prohibit companies and their intermediaries from making improper payments to non-U.S.

Increases in tariff and restrictive

trade activities around the world (e.g., the U.S.-China trade relations dispute, Iran sanctions) could negatively impact our ability to

enter certain markets or the price of products may become less competitive in those markets.

Proposed tariffs on imports into the United

States, potential retaliatory tariffs on U.S.

exports, and potential renegotiation of trade deals may impact our existing or planned operations

or strategic ventures and could adversely affect our business, financial condition, results of operations and cash flows.

Our strategy involves expanding the volume and diversity

of crops it merchandises and processes, expanding the global reach of our core model, expanding our value-added product portfolio, and

expanding the sustainable agriculture programs and partnerships it participates in.

Government policies including, but not limited to,

antitrust and competition law, trade restrictions, food safety regulations, sustainability requirements and traceability, can impact our

ability to execute this strategy successfully.

Upon the expansion of our operations internationally,

we have been and could continue to be adversely affected by violations of the U.S.

Foreign Corrupt Practices Act and similar worldwide

anti-bribery and anti-kickback laws.

We have expanded our operations outside the United

Foreign Corrupt Practices Act, and other similar anti-bribery and anti-kickback laws and regulations, generally prohibit

companies and their intermediaries from making improper payments to non-U.S.

officials for the purpose of obtaining or retaining business.

We cannot assure you that we will be successful in preventing our franchisees or other agents from taking actions in violation of these laws or regulations.

Such violations, or allegations of such violations, could disrupt our business and result in a material adverse effect on our financial condition, results of operations and cash flows.

The availability and prices of the agricultural commodities and agricultural commodity products we procure, transport, store, process, and merchandise can be affected by climate change, weather conditions, disease, government programs, competition, and various other factors beyond our control and could adversely affect our operating results .

The availability and prices of agricultural commodities are subject to wide fluctuations, including impacts from factors outside our control, such as changes in weather conditions, climate change, rising sea levels, crop disease, plantings, government programs and policies, competition and changes in global demand, which could adversely affect our operating results.

Our Company uses a global network of procurement, processing, as well as robust communications between global commodity merchandiser teams, to continually assess price and basis opportunities.

Management-established limits (including a corporate wide value-at-risk metric), with robust internal reporting, help to manage risks in pursuit of driving performance.

Additionally, we depend globally on agricultural producers to ensure an adequate supply of agricultural commodities.

Reduced supply of agricultural commodities could adversely affect our profitability by increasing the cost of raw materials and/or limiting our ability to procure, transport, store, process, and merchandise agricultural commodities in an efficient manner.

High and volatile commodity prices can place more pressures on short-term working capital funding.

Conversely, if supplies are abundant and crop production globally outpaces demand for more than one or two crop cycles, price volatility is somewhat diminished.

This could result in reduced operating results due to the lack of supply chain dislocations and reduced market spread and basis opportunities.

Advances in technology, such as seed and crop protection, farming techniques, storage and logistics, and speed of information flow, may reduce the significance of dislocations and arbitrage opportunities in the agricultural global markets, which may reduce the earnings potential of agricultural merchandisers and processors.

We are required to carry significant amounts of inventory across all of our businesses.

If a substantial portion of our inventory becomes damaged or obsolete, its value would decrease, and have an adverse impact on the Company’s financial results.

We are exposed to the risk of a decrease in the value of our inventories due to a variety of circumstances in all of our businesses.

For example, within our Sadot Agri-Foods business, there is the risk that the quality of our inventory could deteriorate due to damage, moisture, insects, disease or foreign material.

If the quality of our inventory were to deteriorate below an acceptable level, the value of our inventory could decrease significantly.

In our Sadot farming operations business, planted acreage, and consequently the volume of fertilizer and crop protection products applied, is partially dependent upon government programs and the producer’s perception of demand.

Technological advances in agriculture, such as genetically engineered seeds that resist disease and insects, or that meet certain nutritional requirements, could also affect the demand for our crop nutrients and crop protection products.

Either of these factors could render some of our inventory obsolete or reduce its value.

We face increasing exposure to country risk in countries that face financial, political, and economic unrest through unsecured credit, inventory, forward contract risk or payment origination that could adversely affect our future results of operations, financial position, and cash flows.

We have increased our international supply chain operations and exposure.

With the increased international presence comes additional country risk through trade flows around the globe with direct exposure to the counterparty, via contract mark-to-market exposure, unsecured accounts receivable or inventory in the country.

In certain areas in which we trade (both origination and destination) country risk is more prevalent given the country’s political and/or economic situations.

The addition of purchases and sales of grain in vessel sized quantities to support the Sadot Agri-Foods business including farming operations increases the size and potential severity of our country risk.

Additionally, there could be a rapid increase in interest rates creating difficulty for our counterparties to access U.S.

We cannot assure you that we will be successful in preventing our franchisees or other agents from taking actions in violation of these

laws or regulations.

Such violations, or allegations of such violations, could disrupt our business and result in a material adverse effect

on our financial condition, results of operations and cash flows.

The availability and prices of the agricultural

commodities and agricultural commodity products we procure, transport, store, process, and merchandise can be affected by climate change,

weather conditions, disease, government programs, competition, and various other factors beyond our control and could adversely affect

our operating results .

The availability and prices of agricultural commodities

are subject to wide fluctuations, including impacts from factors outside our control, such as changes in weather conditions, climate change,

rising sea levels, crop disease, plantings, government programs and policies, competition and changes in global demand, which could adversely

affect our operating results.

Our Company uses a global network of procurement, processing, as well as robust communications between global

commodity merchandiser teams, to continually assess price and basis opportunities.

Management-established limits (including a corporate

wide value-at-risk metric), with robust internal reporting, help to manage risks in pursuit of driving performance.

Additionally, we depend

globally on agricultural producers to ensure an adequate supply of agricultural commodities.

Reduced supply of agricultural commodities could adversely

affect our profitability by increasing the cost of raw materials and/or limiting our ability to procure, transport, store, process, and

merchandise agricultural commodities in an efficient manner.

High and volatile commodity prices can place more pressures on short-term

working capital funding.

Conversely, if supplies are abundant and crop production globally outpaces demand for more than one or two crop

cycles, price volatility is somewhat diminished.

This could result in reduced operating results due to the lack of supply chain dislocations

and reduced market spread and basis opportunities.

Advances in technology, such as seed and crop protection,

farming techniques, storage and logistics, and speed of information flow, may reduce the significance of dislocations and arbitrage opportunities

in the agricultural global markets, which may reduce the earnings potential of agricultural merchandisers and processors.

We are required to carry significant amounts of

inventory across all of our businesses.

If a substantial portion of our inventory becomes damaged or obsolete, its value would decrease,

and have an adverse impact on the Company’s financial results.

We are exposed to the risk of a decrease in the value

of our inventories due to a variety of circumstances in all of our businesses.

For example, within our Sadot Agri-Foods business, there

is the risk that the quality of our inventory could deteriorate due to damage, moisture, insects, disease or foreign material.

quality of our inventory were to deteriorate below an acceptable level, the value of our inventory could decrease significantly.

Sadot farming operations business, planted acreage, and consequently the volume of fertilizer and crop protection products applied, is

partially dependent upon government programs and the producer’s perception of demand.

Technological advances in agriculture, such

as genetically engineered seeds that resist disease and insects, or that meet certain nutritional requirements, could also affect the

demand for our crop nutrients and crop protection products.

Either of these factors could render some of our inventory obsolete or reduce

We face increasing exposure to country risk in

countries that face financial, political, and economic unrest through unsecured credit, inventory, forward contract risk or payment origination

that could adversely affect our future results of operations, financial position, and cash flows.

We have increased our international supply chain operations

and exposure.

With the increased international presence comes additional country risk through trade flows around the globe with direct

exposure to the counterparty, via contract mark-to-market exposure, unsecured accounts receivable or inventory in the country.

areas in which we trade (both origination and destination) country risk is more prevalent given the country’s political and/or economic

The addition of purchases and sales of grain in vessel sized quantities to support the Sadot Agri-Foods business including

farming operations increases the size and potential severity of our country risk.

Additionally, there could be a rapid increase in interest

rates creating difficulty for our counterparties to access U.S.

dollars making it difficult to collect accounts receivable timely.

We are exposed to potential business disruption including, but not limited to, disruption of transportation services, disruption in the supply, and other impacts resulting from acts of terrorism or war, natural disasters, pandemics, severe weather conditions, accidents, or other planned disruptions, which could adversely affect our operating results.

Our operations rely on dependable and efficient transportation services the disruption of which could result in difficulties supplying materials to our facilities and impair our ability to deliver products to our customers in a timely manner.

Certain factors which may impact the availability of agricultural commodity raw materials are out of our control including, but not limited to, disruptions resulting from weather, high or low river water conditions, economic conditions, manufacturing delays or disruptions at suppliers, shortage of materials, interruption of energy supply and unavailable or poor supplier credit conditions.

We are continuing to enhance and deploy additional food safety and security procedures and controls to appropriately mitigate the risks of any adulteration of the Company’s products in the supply chain.

Our business is seasonal, and our results may fluctuate depending on the harvest cycle of the crops upon which we rely and seasonal fluctuations related to the sale of our consumer products.

As with any agricultural business enterprise, our business operations are seasonal in nature.

For example, in our Agribusiness segment, while there is a degree of seasonality in the growing season and procurement of our principal raw materials, such as soybeans and grains, we typically do not experience material fluctuations in volume between the first and second half of the year since we are geographically diversified between the northern and southern hemispheres.

We are exposed to potential business disruption

including, but not limited to, disruption of transportation services, disruption in the supply, and other impacts resulting from acts

of terrorism or war, natural disasters, pandemics, severe weather conditions, accidents, or other planned disruptions, which could adversely

affect our operating results.

Our operations rely on dependable and efficient transportation

services the disruption of which could result in difficulties supplying materials to our facilities and impair our ability to deliver

products to our customers in a timely manner.

Certain factors which may impact the availability of agricultural commodity raw materials

are out of our control including, but not limited to, disruptions resulting from weather, high or low river water conditions, economic

conditions, manufacturing delays or disruptions at suppliers, shortage of materials, interruption of energy supply and unavailable or

poor supplier credit conditions.

We are continuing to enhance and deploy additional

food safety and security procedures and controls to appropriately mitigate the risks of any adulteration of the Company’s products

in the supply chain.

Our business is seasonal, and our results may fluctuate

depending on the harvest cycle of the crops upon which we rely and seasonal fluctuations related to the sale of our consumer products.

As with any agricultural business enterprise, our

business operations are seasonal in nature.

For example, in our Agribusiness segment, while there is a degree of seasonality in the growing

season and procurement of our principal raw materials, such as soybeans and grains, we typically do not experience material fluctuations

in volume between the first and second half of the year since we are geographically diversified between the northern and southern hemispheres.

This creates price fluctuations, which result in fluctuations in our inventories and a degree of seasonality in our gross profit.

In addition, certain of our consumer food products are other annual events.

Seasonality could have a material adverse effect on our business and financial performance.

In addition, our quarterly results may vary as a result of the effects of fluctuations in commodities prices, production yields and costs.

We are vulnerable to the effects of supply and demand imbalances in our industries.

Historically, the market for some agricultural commodities and fertilizer products has been cyclical, with periods of high demand and capacity utilization stimulating new plant investment and the addition of incremental processing or production capacity by industry participants to meet the demand.

The timing and extent of this expansion may then produce excess supply conditions in the market, which, until the supply/demand balance is again restored, negatively impacts product prices and operating results.

certain of our consumer food products are other annual events.

Seasonality could have a material adverse effect on our business and financial

In addition, our quarterly results may vary as a result of the effects of fluctuations in commodities prices, production

yields and costs.

We are vulnerable to the effects of supply and

demand imbalances in our industries.

Historically, the market for some agricultural commodities

and fertilizer products has been cyclical, with periods of high demand and capacity utilization stimulating new plant investment and the

addition of incremental processing or production capacity by industry participants to meet the demand.

The timing and extent of this expansion

may then produce excess supply conditions in the market, which, until the supply/demand balance is again restored, negatively impacts

product prices and operating results.

During times of reduced market demand, we may suspend or reduce production at some of our facilities.

The extent to which we efficiently manage available capacity at our facilities will affect our profitability.

Our Company may fail to realize the benefits of or experience delays in the execution of its growth strategy, which encompasses organic and inorganic initiatives, including those outside the U.S.

Our Company may fail to realize the benefits of

or experience delays in the execution of its growth strategy, which encompasses organic and inorganic initiatives, including those outside

and in businesses where our Company does not currently have a large presence .

As we execute our growth strategy, through both organic and inorganic growth, we may encounter risks which could result in increased costs, decreased revenues and delayed synergies.

As we began executing our growth strategy, through

both organic and inorganic growth, we have encountered and may encounter risks which could result in increased costs, decreased revenues

and delayed synergies.

Growth in new geographies outside the U.S.

can expose us to volatile economic, political and regulatory risks that may negatively impact our operations and ability to achieve our growth strategy.

Expanding businesses where we have limited presence may expose us to risks related to the inability to identify an appropriate partner or target and favorable terms, inability to retain/hire strategic talent or integration risks that may require significant management resources that would have otherwise been available for ongoing growth or operational initiatives.

can expose us to volatile economic, political and regulatory risks that

may negatively impact our operations and ability to achieve our growth strategy.

Expanding businesses where we have limited presence may

expose us to risks related to the inability to identify an appropriate partner or target and favorable terms, inability to retain/hire

strategic talent or integration risks that may require significant management resources that would have otherwise been available for ongoing

growth or operational initiatives.

Acquisitions may involve unanticipated delays, costs and other problems.

Due diligence performed prior to an acquisition may not identify a material liability or issue that could impact our reputation or adversely affect results of operations resulting in a reduction of the anticipated acquisition benefits.

Due diligence performed prior

to an acquisition may not identify a material liability or issue that could impact our reputation or adversely affect results of operations

resulting in a reduction of the anticipated acquisition benefits.

Additionally, acquisitions may involve integration risks such as:

internal control effectiveness, system integration risks, the risk of impairment charges related to goodwill and other intangibles, ability to retain acquired employees and other unanticipated risks.

Failure to manage our growth effectively could harm our business and operating results.

Our growth plan includes expansion into multiple verticals of the food supply chain, including expansion into new commodity trade routes and geographies, farming & warehousing, logistics & transportation, food processing, restaurant franchising, sustainability and carbon offsets.

Our existing management systems, financial and management controls and information systems may be inadequate to support our planned expansion.

Managing our growth effectively will require us to continue to enhance these systems, procedures and controls and to hire, train and retain managers and team members.

We may not respond quickly enough to the changing demands that our expansion will impose on our management, restaurant teams and existing infrastructure, which could harm our business, financial condition and results of operations.

The Company may not be able to effectively integrate businesses it acquires.

We continuously look for opportunities to enhance our existing businesses through strategic acquisitions.

The process of integrating an acquired business into our existing business and operations may result in unforeseen operating difficulties and expenditures as well as require a significant amount of management resources.

control effectiveness, system integration risks, the risk of impairment charges related to goodwill and other intangibles, ability to

retain acquired employees and other unanticipated risks.

Failure to manage our growth effectively could

harm our business and operating results.

Our growth plan includes expansion into multiple verticals

of the food supply chain, including expansion into new commodity trade routes and geographies, farming & warehousing, logistics &

transportation, food processing, sustainability and carbon offsets.

Our existing management systems, financial and management controls

and information systems may be inadequate to support our planned expansion.

Managing our growth effectively will require us to continue

to enhance these systems, procedures and controls and to hire, train and retain managers and team members.

We may not respond quickly

enough to the changing demands that our expansion will impose on our management, which could harm our business, financial condition and

results of operations.

The Company may not be able to effectively integrate

businesses it acquires.

We continuously look for opportunities to enhance

our existing businesses through strategic acquisitions.

The process of integrating an acquired business into our existing business and

operations may result in unforeseen operating difficulties and expenditures as well as require a significant amount of management resources.

There is also the risk that our due diligence efforts may not uncover significant business flaws or hidden liabilities.

In addition, we may not realize the anticipated benefits of an acquisition and they may not generate the anticipated financial results.

Additional risks may include the inability to effectively integrate the operations, products, technologies and personnel of the acquired companies.

The inability to maintain uniform standards, controls, procedures and policies would also negatively impact operations.

Failure to manage our growth effectively could harm our business and operating results.

Our existing management systems, financial and management controls and information systems may be inadequate to support our planned expansion.

Managing our growth effectively will require us to continue to enhance these systems, procedures and controls and to hire, train and retain managers and team members.

We may not realize the anticipated benefits of acquisitions, divestitures or joint ventures.

Part of our strategy involves acquisitions, alliances and joint ventures designed to expand or optimize our portfolio of businesses.

Our ability to benefit from acquisitions, joint ventures, and alliances depends on many factors, including our ability to identify suitable prospects, access funding sources on acceptable terms, negotiate favorable transaction terms, and successfully consummate and integrate any businesses we acquire.

In addition, we proactively review our portfolio of businesses in order to identify opportunities to enhance shareholder value and may decide as a result of such reviews or otherwise, from time to time, to divest certain of our assets or businesses by selling them or entering into joint ventures.

Our ability to successfully complete a divestiture will depend on, among other things, our ability to identify buyers that are prepared to acquire such assets or businesses on acceptable terms and to adjust and optimize our retained businesses following the divestiture.

Our acquisition, joint venture, or divestiture activities may involve unanticipated delays, costs, and other problems.

If we encounter unexpected problems with acquisitions, joint ventures, or divestitures, our senior management may be required to divert attention away from other aspects of our businesses to address these problems.

Additionally, we may fail to consummate proposed acquisitions, joint ventures or divestitures, after incurring expenses and devoting substantial resources, including management time, to such transactions.

Acquisitions also pose the risk that we may be exposed to successor liability relating to actions by an acquired company and its management before the acquisition.

The due diligence we conduct in connection with an acquisition, the controls and policies we implement at acquired companies, and any contractual guarantees or indemnities that we receive from the sellers of acquired companies, may not be sufficient to protect us from, or compensate us for, actual liabilities.

A material liability associated with an acquisition could adversely affect our reputation and results of operations and reduce the benefits of the acquisition.

Additionally, acquisitions involve other risks, such as differing levels of management and internal control effectiveness at the acquired entities, systems integration risks, the risk of impairment charges relating to goodwill and intangible assets recorded in connection with acquisitions, the risk of significant accounting charges and expenses resulting from the completion and integration of a sizable acquisition, the need to fund increased capital expenditures and working capital requirements, our ability to retain and motivate employees of acquired entities, compliance and reputational risks and other unanticipated problems and liabilities.

Divestitures may also expose us to potential liabilities or claims for indemnification, as we may be required to retain certain liabilities or indemnify buyers for certain matters, including legal, environmental, or litigation matters associated with the assets or businesses that we sell.

The magnitude of any such retained liability or indemnification obligation may be difficult to quantify at the time of the transaction and its cost to us could ultimately exceed the proceeds we receive for the divested assets or businesses.

Divestitures also have other inherent risks, including possible delays in closing transactions (including potential difficulties in obtaining regulatory approvals), the risk of lower-than-expected sales proceeds for the divested businesses and unexpected costs or other difficulties associated with the separation of the businesses to be sold from our information technology systems and other management processes, including the loss of key personnel.

Further, expected cost savings or other anticipated efficiencies or benefits from divestitures may also be difficult to achieve or maximize.

Additionally, we joint ventures and investments in which we have limited control over governance, financial reporting, and operations.

As a result, we face certain operating, financial, and other risks relating to these investments, including risks related to the financial strength of our joint venture partners or their willingness to provide adequate funding for the joint venture, having differing objectives from our partners, the inability to implement some actions with respect to the joint venture's activities that we may believe are favorable if the joint venture partner does not agree, compliance risks relating to actions of the joint venture or our partners, and the risk that we will be unable to effectively work with or resolve disputes with the joint venture partner.

As a result, these investments may contribute significantly less than anticipated to our earnings and cash flows.

We outsource certain aspects of our business to third-party vendors and consultants which subjects us to risks, including disruptions in our business and increased costs.

We have outsourced certain administrative functions for our business to third-party service providers.

We also outsource certain information technology support services and benefit plan administration.

Our Sadot Agri-Foods operations rely on Aggia LLC FZ as third-party consultants to execute commodity trades and conduct farming operations.

In addition, we

may not realize the anticipated benefits of an acquisition and they may not generate the anticipated financial results.

Additional risks

may include the inability to effectively integrate the operations, products, technologies and personnel of the acquired companies.

inability to maintain uniform standards, controls, procedures and policies would also negatively impact operations.

Failure to manage our growth effectively could

harm our business and operating results.

Our growth plan includes expansion into multiple verticals

of the food supply chain, including expansion into new commodity trade routes and geographies, farming & warehousing, logistics &

transportation, food processing, sustainability and carbon offsets.

Our existing management systems, financial and management controls

and information systems may be inadequate to support our planned expansion.

Managing our growth effectively will require us to continue

to enhance these systems, procedures and controls and to hire, train and retain managers and team members.

We may not respond quickly

enough to the changing demands that our expansion will impose on our management, and existing infrastructure, which could harm our business,

financial condition and results of operations.

We may not realize the anticipated benefits of

acquisitions, divestitures or joint ventures.

Part of our strategy involves acquisitions, alliances

and joint ventures designed to expand or optimize our portfolio of businesses.

Our ability to benefit from acquisitions, joint ventures,

and alliances depends on many factors, including our ability to identify suitable prospects, access funding sources on acceptable terms,

negotiate favorable transaction terms, and successfully consummate and integrate any businesses we acquire.

In addition, we proactively

review our portfolio of businesses in order to identify opportunities to enhance shareholder value and may decide as a result of such

reviews or otherwise, from time to time, to divest certain of our assets or businesses by selling them or entering into joint ventures.

Our ability to successfully complete a divestiture will depend on, among other things, our ability to identify buyers that are prepared

to acquire such assets or businesses on acceptable terms and to adjust and optimize our retained businesses following the divestiture.

Our acquisition, joint venture, or divestiture activities

may involve unanticipated delays, costs, and other problems.

If we encounter unexpected problems with acquisitions, joint ventures, or

divestitures, our senior management may be required to divert attention away from other aspects of our businesses to address these problems.

Additionally, we may fail to consummate proposed acquisitions, joint ventures or divestitures, after incurring expenses and devoting substantial

resources, including management time, to such transactions.

Acquisitions also pose the risk that we may be exposed

to successor liability relating to actions by an acquired company and its management before the acquisition.

The due diligence we conduct

in connection with an acquisition, the controls and policies we implement at acquired companies, and any contractual guarantees or indemnities

that we receive from the sellers of acquired companies, may not be sufficient to protect us from, or compensate us for, actual liabilities.

A material liability associated with an acquisition could adversely affect our reputation and results of operations and reduce the benefits

of the acquisition.

Additionally, acquisitions involve other risks, such as differing levels of management and internal control effectiveness

at the acquired entities, systems integration risks, the risk of impairment charges relating to goodwill and intangible assets recorded

in connection with acquisitions, the risk of significant accounting charges and expenses resulting from the completion and integration

of a sizable acquisition, the need to fund increased capital expenditures and working capital requirements, our ability to retain and

motivate employees of acquired entities, compliance and reputational risks and other unanticipated problems and liabilities.

the Company does not currently carry material goodwill or intangible assets on its balance sheet, this risk factor is relevant to the

extent the Company completes future acquisitions that give rise to such assets.

Divestitures may also expose us to potential liabilities

or claims for indemnification, as we may be required to retain certain liabilities or indemnify buyers for certain matters, including

legal, environmental, or litigation matters associated with the assets or businesses that we sell.

The magnitude of any such retained

liability or indemnification obligation may be difficult to quantify at the time of the transaction and its cost to us could ultimately

exceed the proceeds we receive for the divested assets or businesses.

Divestitures also have other inherent risks, including possible

delays in closing transactions (including potential difficulties in obtaining regulatory approvals), the risk of lower-than-expected sales

proceeds for the divested businesses and unexpected costs or other difficulties associated with the separation of the businesses to be

sold from our information technology systems and other management processes, including the loss of key personnel.

Further, expected cost

savings or other anticipated efficiencies or benefits from divestitures may also be difficult to achieve or maximize.

Additionally, we joint ventures and investments in

which we have limited control over governance, financial reporting, and operations.

As a result, we face certain operating, financial,

and other risks relating to these investments, including risks related to the financial strength of our joint venture partners or their

willingness to provide adequate funding for the joint venture, having differing objectives from our partners, the inability to implement

some actions with respect to the joint venture’s activities that we may believe are favorable if the joint venture partner does

not agree, compliance risks relating to actions of the joint venture or our partners, and the risk that we will be unable to effectively

work with or resolve disputes with the joint venture partner.

As a result, these investments may contribute significantly less than anticipated

to our earnings and cash flows.

We outsource certain aspects of our business to

third-party vendors and consultants which subjects us to risks, including disruptions in our business and increased costs.

We have outsourced certain administrative functions

for our business to third-party service providers.

We also outsource certain information technology support services and benefit plan

administration.

Our Sadot Agri-Foods operations have historically relied on Aggia LLC FZ (“Aggia”) as third-party consultants

to execute commodity trades and conduct farming operations.

On November 20, 2025, the Company entered into a Settlement Agreement and

Mutual Release (the “Settlement Agreement”) with Aggia.

Pursuant to the Settlement Agreement, the Company and Aggia agreed

to terminate the Services Agreement dated as of November 14, 2022, as amended (collectively, the “Agreement Documents”), and

to fully settle, compromise, and discharge all claims, debts, obligations, and liabilities arising out of or related to the Agreement

In the future, we may outsource other functions to achieve cost savings and efficiencies.

If the service providers to which we outsource these functions do not perform effectively, we may not be able to achieve the expected cost savings and may have to incur additional costs in connection with such failure to perform.

Depending on the function involved, such failures may also lead to business disruption, transaction errors, processing inefficiencies, the loss of sales and customers, the loss of or damage to intellectual property through security breach, and the loss of sensitive data through security breach or otherwise.

Any such damage or interruption could have a material adverse effect on our business, cause us to face significant fines, customer notice obligations or costly litigation, harm our reputation with our customers or prevent us from paying our collective suppliers or employees or receiving payments on a timely basis.

In the event our consulting agreement with Aggia LLC FZ were to terminate, our food origination and trading operations would be negatively impacted and we may be forced to curtail or cease operations in this business segment.

Sadot Agri-Foods, is an international agri-commodities company engaged in the trading and shipping of food and feed (e.g., soybean meal, wheat and corn) via dry bulk cargo ships to/from markets across the globe.

Sadot Agri-Foods was formed as part of our diversification strategy to own and operate, through its subsidiaries, business lines throughout the food value chain and is our largest operating unit.

Sadot Agri-Foods has engaged Aggia LLC FZ, a major shareholder of Sadot Group (“Aggia”) to provide critical consulting services.

On November 14, 2022, the Company, Sadot LLC and Aggia entered into the Services Agreement pursuant to which Aggia agreed to provide services with respect to the operations of Sadot Agri-Foods.

In the event Aggia were to terminate their agreement, our food origination and trading operations would be negatively impacted and we may be forced to curtail or cease operations in this business segment.

We face increasing competition and pricing pressure from other companies in our industries.

If we are unable to compete effectively with these companies, our sales and profit margins would decrease, and our earnings and cash flows would be adversely affected.

The markets for our products in each of our business segments are highly competitive.

While we have substantial operations in certain of the regions where we operate, some of our competitors are significantly larger, compete in wider markets, have greater purchasing power, and have considerably larger financial resources.

We also may enter into new markets where our brand is not recognized and in which we do not have an established customer base.

Competitive pressures in all of our businesses could affect the price of, and customer demand for, our products, thereby negatively impacting our profit margins and resulting in a loss of market share.

The restaurant industry is intensely competitive, and we compete with many well-established food service companies on the basis of product choice, quality, affordability, service and location.

Each of our brands also competes for qualified franchisees, suitable restaurant locations and management and personnel.

Some of our competitors have substantially greater financial resources, higher revenues and greater economies of scale than we do.

These advantages may allow them to implement their operational strategies more quickly or effectively than we can or benefit from changes in technologies, which could harm our competitive position.

If we are unable to maintain our competitive position, we could experience lower demand for products, downward pressure on prices, reduced margins, an inability to take advantage of new business opportunities, a loss of market share, reduced franchisee profitability and an inability to attract qualified franchisees in the future.

Any of these competitive factors may materially adversely affect our business, financial condition or results of operations.

The interests of our franchisees may conflict with ours or yours in the future and we could face liability from our franchisees or related to our relationship with our franchisees.

Franchisees, as independent business operators, may from time to time disagree with us and our strategies regarding the business or our interpretation of our respective rights and obligations under the franchise agreement and the terms and conditions of the franchisee/franchisor relationship.

This may lead to disputes with our franchisees, and we expect such disputes to occur from time to time in the future as we continue to offer franchises.

Such disputes may result in legal action against us.

To the extent we have such disputes, the attention, time and financial resources of our management and our franchisees will be diverted from our restaurants, which could have a material adverse effect on our business, financial condition, results of operations and cash flows even if we have a successful outcome in the dispute.

In addition, various state and federal laws govern our relationship with our franchisees and our potential sale of a franchise.

A franchisee and/or a government agency may bring legal action against us based on the franchisee/franchisor relationships that could result in the award of damages to franchisees and/or the imposition of fines or other penalties against us.

We have limited control with respect to the operations of our franchisees, which could have a negative impact on our business.

Franchisees are independent business operators and are not our employees, and we do not exercise control over the day-to-day operations of their restaurants.

We provide training and support to franchisees, and set and monitor operational standards, but the quality of franchised restaurants may be diminished by any number of factors beyond our control.

Consequently, franchisees may not successfully operate restaurants in a manner consistent with our standards and requirements or may not hire and train qualified managers and other restaurant personnel.

If franchisees do not operate to our expectations, our image and reputation, and the image and reputation of other franchisees, may suffer materially and system-wide sales could decline significantly, which would reduce our royalty and other revenues, and the impact on profitability could be greater than the percentage decrease in royalties and fees.

The failure to enforce and maintain our trademarks and protect our other intellectual property could materially adversely affect our business, including our ability to establish and maintain brand awareness.

Our brand campaign, Great Food with Your Health in Mind ™ and Get in the Aloha State of Mind ™ have also been approved for registration with the United States Patent and Trademark Office.

We maintain the recipe for our healthy inspired recipes, as well as certain proprietary standards, specifications and operating procedures, as trade secrets or confidential proprietary information.

The success of our business strategy depends on our continued ability to use our existing trademarks and service marks in order to increase brand awareness and develop our branded products.

If our efforts to protect our intellectual property are not adequate, or if any third-party misappropriates or infringes on our intellectual property, whether in print, on the Internet or through other media, the value of our brands may be harmed, which could have a material adverse effect on our business, including the failure of our brands and branded products to achieve and maintain market acceptance.

There can be no assurance that all of the steps we have taken to protect our intellectual property in the United States and in foreign countries will be adequate.

In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States.

Third-party claims with respect to intellectual property assets, if decided against us, may result in competing uses or require adoption of new, non-infringing intellectual property, which may in turn adversely affect sales and revenues.

There can be no assurance that third parties will not assert infringement or misappropriation claims against us, or assert claims that our rights in our trademarks, service marks, trade dress and other intellectual property assets are invalid or unenforceable.

Any such claims could have a material adverse effect on us or our franchisees if such claims were to be decided against us.

If our rights in any intellectual property were invalidated or deemed unenforceable, it could permit competing uses of intellectual property which, in turn, could lead to a decline in overall or restaurant revenues.

If the intellectual property became subject to third-party infringement, misappropriation or other claims, and such claims were decided against us, we may be forced to pay damages, be required to develop or adopt non-infringing intellectual property or be obligated to acquire a license to the intellectual property that is the subject of the asserted claim.

There could be significant expenses associated with the defense of any infringement, misappropriation, or other third-party claims.

Our information technology systems, processes and sites may suffer interruptions, security breaches or failures that may adversely affect our ability to conduct our business

We rely on certain key information technology systems, some of which are dependent on services provided by third parties, to provide critical data and services for internal and external users, including procurement and inventory management, transaction processing, financial, commercial and operational data, human resources management, legal and tax compliance, and other information and processes necessary to operate and manage our business.

If we or our third party service providers do not respond or perform effectively in connection with a cybersecurity breach or system failure, our business may be impacted.

Increased global cybersecurity vulnerabilities, threats and more sophisticated and targeted cybersecurity attacks pose a potentially significant risk to the security of our information technology systems, networks and services, as well as the confidentiality, availability and integrity of our data and the confidential data of our employees, customers, suppliers and other third parties that we may hold.

Such vulnerabilities include, among other things, social engineering threats and more sophisticated computer crime, including advanced persistent threats and zero-day vulnerability exploits.

We may incur significant costs in protecting against potential security breaches, cyber-based attacks, or other cybersecurity incidents.

We and our third-party service providers are targeted by malicious actors and expect such incidents to continue and the frequency and severity of such attacks to increase.

While we have implemented cybersecurity and data protection measures, our efforts to minimize the risks and impacts of cyberattacks and protect our information technology systems may be insufficient and we may experience significant breaches or other failures or disruptions that could compromise our systems and the information we store and, ultimately, affect our business operations and results of operations.

Additionally, hybrid or remote work arrangements among our employees and employees of our third-party providers present additional operational risks to our information technology systems, including, but not limited to, increased risks of cyberattacks and security breaches.

If the service providers to which

we outsource these functions do not perform effectively, we may not be able to achieve the expected cost savings and may have to incur

additional costs in connection with such failure to perform.

Depending on the function involved, such failures may also lead to business

disruption, transaction errors, processing inefficiencies, the loss of sales and customers, the loss of or damage to intellectual property

through security breach, and the loss of sensitive data through security breach or otherwise.

Any such damage or interruption could have

a material adverse effect on our business, cause us to face significant fines, customer notice obligations or costly litigation, harm

our reputation with our customers or prevent us from paying our collective suppliers or employees or receiving payments on a timely basis.

We face increasing competition and pricing pressure from other companies

in Sadot Agri-Foods operations.

If we are unable to compete effectively with these companies, our sales and profit margins would decrease,

and our earnings and cash flows would be adversely affected.

The markets for our products in the Sadot Agri-Foods

operations is highly competitive.

Our competitors are significantly larger, compete in wider markets, have greater purchasing power, and

have considerably larger financial resources.

Competitive pressures could affect the price of, and customer demand for, our products,

thereby negatively impacting our profit margins and resulting in a loss of market share.

The failure to enforce and maintain our trademarks

and protect our other intellectual property could materially adversely affect our business, including our ability to establish and maintain

brand awareness.

We have registered Sadot ® as trademarks

or service marks with the United States Patent and Trademark Office.

In addition, the Sadot logos, website name and addresses ( www.sadotgroupinc.com )

and Facebook, Instagram, Linkedin, Twitter and other social media and internet accounts are our intellectual property..

The success of

our business strategy depends on our continued ability to use our existing trademarks and service marks.

If our efforts to protect our

intellectual property are not adequate, or if any third-party misappropriates or infringes on our intellectual property, whether in print,

on the Internet or through other media, the value of our brands may be harmed, which could have a material adverse effect on our business,

including the failure of our brands and branded products to achieve and maintain market acceptance.

There can be no assurance that all

of the steps we have taken to protect our intellectual property in the United States and in foreign countries will be adequate.

the laws of some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States.

Third-party claims with respect to intellectual

property assets, if decided against us, may result in competing uses or require adoption of new, non-infringing intellectual property,

which may in turn adversely affect sales and revenues.

There can be no assurance that third parties will

not assert infringement or misappropriation claims against us, or assert claims that our rights in our trademarks, service marks, trade

dress and other intellectual property assets are invalid or unenforceable.

Any such claims could have a material adverse effect on us

if such claims were to be decided against us.

If our rights in any intellectual property were invalidated or deemed unenforceable, it

could permit competing uses of intellectual property which, in turn, could lead to a decline in overall revenues.

If the intellectual

property became subject to third-party infringement, misappropriation or other claims, and such claims were decided against us, we may

be forced to pay damages, be required to develop or adopt non-infringing intellectual property or be obligated to acquire a license to

the intellectual property that is the subject of the asserted claim.

There could be significant expenses associated with the defense of

any infringement, misappropriation, or other third-party claims.

We are subject to significant pending litigations

that, if resolved unfavorably, could result in substantial monetary damages exceeding our current financial resources and potentially

lead to bankruptcy.

We are involved in multiple material legal proceedings

with aggregate claimed damages that would exceed our cash availability (excluding interest, punitive damages, and counterclaim-related

These include a judgment against us in Zambia which we are appealing as well as various arbitrations for alleged non-delivery

and breach of contract.

Although we believe we have meritorious defenses and have asserted substantial counterclaims, litigation outcomes

are inherently uncertain.

An adverse judgment or series of judgments in one or more of these matters could require payments that exceed

our available cash, insurance coverage, and access to capital, which could materially impair our liquidity, force us to seek additional

financing on unfavorable terms, or result in insolvency or bankruptcy proceedings.

Our information technology systems, processes and

sites may suffer interruptions, security breaches or failures that may adversely affect our ability to conduct our business

We rely on certain key information technology systems,

some of which are dependent on services provided by third parties, to provide critical data and services for internal and external users,

including procurement and inventory management, transaction processing, financial, commercial and operational data, human resources management,

legal and tax compliance, and other information and processes necessary to operate and manage our business.

If we or our third party service

providers do not respond or perform effectively in connection with a cybersecurity breach or system failure, our business may be impacted.

Increased global cybersecurity vulnerabilities, threats

and more sophisticated and targeted cybersecurity attacks pose a potentially significant risk to the security of our information technology

systems, networks and services, as well as the confidentiality, availability and integrity of our data and the confidential data of our

employees, customers, suppliers and other third parties that we may hold.

Such vulnerabilities include, among other things, social engineering

threats and more sophisticated computer crime, including advanced persistent threats and zero-day vulnerability exploits.

significant costs in protecting against potential security breaches, cyber-based attacks, or other cybersecurity incidents.

third-party service providers are targeted by malicious actors and expect such incidents to continue and the frequency and severity of

such attacks to increase.

While we have implemented cybersecurity and data protection measures, our efforts to minimize the risks and

impacts of cyberattacks and protect our information technology systems may be insufficient and we may experience significant breaches

or other failures or disruptions that could compromise our systems and the information we store and, ultimately, affect our business operations

and results of operations.

Additionally, hybrid or remote work arrangements among our employees and employees of our third-party providers

present additional operational risks to our information technology systems, including, but not limited to, increased risks of cyberattacks

and security breaches.

We are also exposed to the risk of insider threat attacks.

New technology that could result in greater operational efficiency may further expose our computer systems to the risk of cyberattacks.

In addition, the risk of cybersecurity incidents, including cyberattacks against the Ukrainian government and other countries in the region, has increased in connection with the ongoing Ukraine-Russia war, driven by justifications such as retaliation for the sanctions imposed in conjunction with the war, or in response to certain companies’ continued operations in Russia.

It is possible that these attacks could have collateral effects on additional critical infrastructure and financial institutions globally.

While we no longer have operations in Russia, we do have operations in the region that, along with our operations globally, could be adversely affected by these attacks, including cyber-based attacks against our information technology systems, or be at risk to collateral effects of such attacks.

While we have taken actions to mitigate such potential risks, the proliferation of malware from the war into systems unrelated to the war, or cyberattacks against U.S.

companies in retaliation for U.S.

New technology that could result in greater operational

efficiency may further expose our computer systems to the risk of cyberattacks.

In addition, the risk of cybersecurity incidents,

including cyberattacks against the Ukrainian government and other countries in the region, has increased in connection with the ongoing

Ukraine-Russia war, driven by justifications such as retaliation for the sanctions imposed in conjunction with the war, or in response

to certain companies’ continued operations in Russia.

It is possible that these attacks could have collateral effects on additional

critical infrastructure and financial institutions globally.

While we no longer have operations in Russia, we do have operations in the

region that, along with our operations globally, could be adversely affected by these attacks, including cyber-based attacks against our

information technology systems, or be at risk to collateral effects of such attacks.

While we have taken actions to mitigate such potential

risks, the proliferation of malware from the war into systems unrelated to the war, or cyberattacks against U.S.

companies in retaliation

sanctions against Russia, or U.S.

support of Ukraine, could also adversely affect our operations.

We have implemented security policies, training programs, measures and disaster recovery plans designed to prevent, detect and mitigate cyber-based attacks, and to protect the security and continuity of our networks and critical systems.

These measures may not adequately prevent adverse events such as breaches or failures from occurring, or mitigate their severity if they do occur.

If our information technology systems are breached, damaged or fail to function properly due to any number of causes, such as security breaches or cyber-based attacks, systems implementation difficulties, catastrophic events or power outages, and our security, contingency disaster recovery, or other risk mitigation plans do not effectively mitigate these occurrences on a timely basis, we may experience a material disruption in our ability to manage our business operations and produce financial reports, as well as significant costs and lost business opportunities until they are remediated.

Further, our sensitive information may be compromised and we may suffer representational harm.

We are also subject to a variety of laws and regulations regarding data privacy, data protection, and data security, including laws related to the collection, storage, handling, use, disclosure, transfer, and security of personal information.

Data privacy regulations continue to evolve, and non-compliance with such regulations, including as a result of adoption of emerging technologies, such as artificial intelligence, could subject the Company to legal claims or proceedings, potential regulatory fines and penalties and damage to our reputation.

These factors may adversely impact our business, results of operations, and financial condition, as well as our competitive position.

Human capital requirements may not be sufficient to effectively support global operations.

Our global operations function with trained individuals necessary for the warehousing, and shipping of raw materials for products used in other areas of manufacturing or sold as inputs or products to third-party customers.

We have implemented security policies, training programs,

measures and disaster recovery plans designed to prevent, detect and mitigate cyber-based attacks, and to protect the security and continuity

of our networks and critical systems.

These measures may not adequately prevent adverse events such as breaches or failures from occurring,

or mitigate their severity if they do occur.

If our information technology systems are breached,

damaged or fail to function properly due to any number of causes, such as security breaches or cyber-based attacks, systems implementation

difficulties, catastrophic events or power outages, and our security, contingency disaster recovery, or other risk mitigation plans do

not effectively mitigate these occurrences on a timely basis, we may experience a material disruption in our ability to manage our business

operations and produce financial reports, as well as significant costs and lost business opportunities until they are remediated.

our sensitive information may be compromised and we may suffer representational harm.

We are also subject to a variety of laws and regulations

regarding data privacy, data protection, and data security, including laws related to the collection, storage, handling, use, disclosure,

transfer, and security of personal information.

Data privacy regulations continue to evolve, and non-compliance with such regulations,

including as a result of adoption of emerging technologies, such as artificial intelligence, could subject the Company to legal claims

or proceedings, potential regulatory fines and penalties and damage to our reputation.

These factors may adversely impact our business,

results of operations, and financial condition, as well as our competitive position.

Human capital requirements may not be sufficient to effectively support

global operations.

Our global operations function with trained individuals

necessary for the warehousing, and shipping of raw materials for products used in other areas of manufacturing or sold as inputs or products

to third-party customers.

Our Company has various methods and tactics to mitigate potential shortfalls.

Matters relating to employment and labor law may adversely affect our business.

Various federal and state labor laws govern our relationships with our employees and affect operating costs.

These laws include employee classifications as exempt or non-exempt, minimum wage requirements, unemployment tax rates, workers’ compensation rates, citizenship requirements and other wage and benefit requirements for employees classified as non-exempt.

Significant additional government regulations and new laws, including mandating increases in minimum wages, changes in exempt and non-exempt status, or mandated benefits such as health insurance could materially affect our business, financial condition, operating results or cash flow.

Furthermore, if our or our franchisees’ employees unionize, it could materially affect our business, financial condition, operating results or cash flow.

We are also subject in the ordinary course of business to employee claims against us based, among other things, on discrimination, harassment, wrongful termination or violation of wage and labor laws.

Matters relating to employment and labor law may

adversely affect our business.

Various federal and state labor laws govern our relationships

with our employees and affect operating costs.

These laws include employee classifications as exempt or non-exempt, minimum wage requirements,

unemployment tax rates, workers’ compensation rates, citizenship requirements and other wage and benefit requirements for employees

classified as non-exempt.

Significant additional government regulations and new laws, including mandating increases in minimum wages,

changes in exempt and non-exempt status, or mandated benefits such as health insurance could materially affect our business, financial

condition, operating results or cash flow.

Furthermore, if our or our franchisees’ employees unionize, it could materially affect

our business, financial condition, operating results or cash flow.

We are also subject in the ordinary course of business

to employee claims against us based, among other things, on discrimination, harassment, wrongful termination or violation of wage and

Such claims could also be asserted against us by employees of our franchisees.

Moreover, claims asserted against franchisees may at times be made against us as a franchisor.

These claims may divert our financial and management resources that would otherwise be used to benefit our operations.

The ongoing expense of any resulting lawsuits, and any substantial settlement payment or damage award against us, could adversely affect our business, brand image, employee recruitment, financial condition, operating results or cash flows.

In addition, various states in which we operate are considering or have already adopted new immigration laws or enforcement programs, and the United States Congress and Department of Homeland Security from time to time consider and may implement changes to federal immigration laws, regulations or enforcement programs as well.

Some of these changes may increase our obligations for compliance and oversight, which could subject us to additional costs and make our hiring process more cumbersome or reduce the availability of potential employees.

Although we require all workers to provide us with government-specified documentation evidencing their employment eligibility, some of our employees may, without our knowledge, be unauthorized workers.

Unauthorized workers are subject to deportation and may subject us to fines or penalties, and if any of our workers are found to be unauthorized, we could experience adverse publicity that negatively impacts our brand and may make it more difficult to hire and keep qualified employees.

Termination of a significant number of employees who were unauthorized employees may disrupt our operations, cause temporary increases in our labor costs as we train new employees and result in additional adverse publicity.

We could also become subject to fines, penalties and other costs related to claims that we did not fully comply with all recordkeeping obligations of federal and state immigration compliance laws.

Moreover, claims asserted against franchisees

may at times be made against us as a franchisor.

These claims may divert our financial and management resources that would otherwise be

used to benefit our operations.

The ongoing expense of any resulting lawsuits, and any substantial settlement payment or damage award

against us, could adversely affect our business, brand image, employee recruitment, financial condition, operating results or cash flows.

In addition, various states in which we operate are

considering or have already adopted new immigration laws or enforcement programs, and the United States Congress and Department of Homeland

Security from time to time consider and may implement changes to federal immigration laws, regulations or enforcement programs as well.

Some of these changes may increase our obligations for compliance and oversight, which could subject us to additional costs and make our

hiring process more cumbersome or reduce the availability of potential employees.

Although we require all workers to provide us with government-specified

documentation evidencing their employment eligibility, some of our employees may, without our knowledge, be unauthorized workers.

workers are subject to deportation and may subject us to fines or penalties, and if any of our workers are found to be unauthorized, we

could experience adverse publicity that negatively impacts our brand and may make it more difficult to hire and keep qualified employees.

Termination of a significant number of employees who were unauthorized employees may disrupt our operations, cause temporary increases

in our labor costs as we train new employees and result in additional adverse publicity.

We could also become subject to fines, penalties

and other costs related to claims that we did not fully comply with all recordkeeping obligations of federal and state immigration compliance

These factors could have a material adverse effect on our business, financial condition and results of operations.

Finally, the Company has employees who reside in different countries around the world who have specific labor law requirements we are subject to follow.

We depend on our executive officers, the loss of whom could materially harm our business.

We rely upon the accumulated knowledge, skills and experience of our executive officers, significant employees and expertise of our hired consultants.

Our executive officers, significant employees and hired consultants have significant experience in food service, international and agri-foods industries.

If they were to leave us or become incapacitated, we might suffer in our planning and execution of business strategy and operations, impacting our brand and financial results.

Finally, the Company has employees who reside in different

countries around the world who have specific labor law requirements we are subject to follow.

We depend on our executive officers, the loss of

whom could materially harm our business.

We rely upon the accumulated knowledge, skills and

experience of our executive officers, significant employees and expertise of our hired consultants.

Our executive officers, significant

employees and hired consultants have significant experience in international and agri-foods industries.

If they were to leave us or become

incapacitated, we might suffer in our planning and execution of business strategy and operations, impacting our brand and financial results.

We also do not maintain any key man life insurance policies for any of our employees.

Our risk management strategies may not be effective.

Our business is affected by fluctuations in agricultural commodity prices, transportation costs, energy prices, interest rates, and foreign currency exchange rates.

We engage in hedging transactions to manage these risks.

However, our exposures may not always be fully hedged, and our hedging strategies may not be successful in minimizing our exposure to these fluctuations.

In addition, our risk management strategies may seek to position our overall portfolio relative to expected market movements.

While we have implemented a broad range of risk monitoring and control procedures and policies to mitigate potential losses, they may not in all cases be successful in anticipating a significant risk exposure and protecting us from losses that have the potential to impair our financial position.

Our business is affected by fluctuations in agricultural

commodity prices, transportation costs, energy prices, interest rates, and foreign currency exchange rates.

We engage in hedging transactions

to manage these risks.

However, our exposures may not always be fully hedged, and our hedging strategies may not be successful in minimizing

our exposure to these fluctuations.

In addition, our risk management strategies may seek to position our overall portfolio relative to

expected market movements.

While we have implemented a broad range of risk monitoring and control procedures and policies to mitigate

potential losses, they may not in all cases be successful in anticipating a significant risk exposure and protecting us from losses that

have the potential to impair our financial position.

See “Item 7.A.

Quantitative and Qualitative Disclosures About Market Risk”.

Risks Related to Ownership of Our Common Stock and Lack of Liquidity

As a smaller reporting company, we are exempt from certain disclosure requirements, which could make our Common Stock less attractive to the potential investors.

Rule 12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

• had a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity;

• in the case of an initial registration statement under the Securities Act, or the Exchange Act of 1934, as amended, which we refer to as the Exchange Act, for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares;

• in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.

As a smaller reporting company, we will not be required and may not include a Compensation Discussion and Analysis section in our proxy statements;

Approval of the Amendment to Increase Authorized

Common Stock Enhances Our Ability to Finance Operations and Pursue Strategic Transactions.

On April 13, 2026, at our Annual Meeting of Shareholders,

our shareholders approved an amendment to our Articles of Incorporation to increase the number of authorized shares of our common stock

from 2,000,000 to 250,000,000.

This approval provides the Company with significantly greater flexibility to raise capital, issue equity

for strategic initiatives, and grant equity awards under our equity incentive plans.

As of the date of the annual meeting, a substantial

portion of our previously authorized shares was either issued and outstanding or reserved for issuance under our equity incentive plans,

outstanding warrants, or other commitments.

With the increase in authorized shares, the Company now has sufficient capacity to issue new

common stock in connection with future equity financings, including public offerings, at-the-market programs, private placements, or other

capital-raising transactions.

While this approval enhances strategic and financing

flexibility, future issuances of common stock, whether for financing, acquisitions, or equity compensation, may result in substantial

dilution to existing shareholders.

Such dilution could materially reduce net income (loss) per share and impact shareholder ownership

In addition, the increase in authorized shares strengthens

our ability to pursue mergers, acquisitions, joint ventures, strategic partnerships, or other business combinations that may enhance our

market position, expand our product or service offerings, or generate long-term shareholder value.

The availability of additional shares

allows the Company to use equity as consideration in transactions where potential targets or partners require or prefer equity, improving

our competitiveness for such opportunities.

Overall, the shareholder approval of this amendment

materially enhances the Company’s ability to finance operations and pursue strategic initiatives, while also introducing potential

dilution that shareholders should consider.

Risks Related to Ownership of Our Common Stock

and Lack of Liquidity

As a smaller reporting company, we are exempt from

certain disclosure requirements, which could make our Common Stock less attractive to the potential investors.

Rule 12b-2 of the Exchange Act defines a “smaller

reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent

that is not a smaller reporting company and that:

● had a public float of less than $250 million as of the last business day of its most recently completed

second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held

by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity,

in the principal market for the common equity;

● in the case of an initial registration statement under the Securities Act, or the Exchange Act of 1934,

as amended, which we refer to as the Exchange Act, for shares of its common equity, had a public float of less than $250 million as of

a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number

of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number

of such shares included in the registration statement by the estimated public offering price of the shares;

● in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition

was zero, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements

are available.

As a smaller reporting company, we will not be required and may not include

a Compensation Discussion and Analysis section in our proxy statements;

we will provide only two years of financial statements;

and we need not provide the table of selected financial data.

We also will have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our Common Stock less attractive to potential investors, which could make it more difficult for our stockholders to sell their shares.

We are an emerging growth company and subject to less rigorous public reporting requirements and cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Common Stock less attractive to investors.

We are a public reporting company under the Exchange Act, and thereafter publicly report on an ongoing basis as an “emerging growth company” (as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act) under the reporting rules set forth under the Exchange Act.

For so long as we remain an “emerging growth company”, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not “emerging growth companies”, including but not limited to:

• Not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

• Taking advantage of extensions of time to comply with certain new or revised financial accounting standards;

• Being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements;

• Being exempt from the requirement to hold a non-binding advisory vote on executive compensations and stockholder approval of a golden parachute payments not previously approved.

We expect to take advantage of these reporting exemptions until we are no longer an emerging growth company.

We could be an emerging growth company for up to five years, circumstances could cause us to lose that status earlier, including if the market value of our Common Stock held by non-affiliates exceeds $700 million, if we issue $1 billion or more in non-convertible debt during a three-year period, or if our annual gross revenues exceed $1 billion.

We would cease to be an emerging growth company on the last day of the fiscal year following the date of the fifth anniversary of our first sale of common equity securities under an effective registration statement or a fiscal year in which we have $1 billion in gross revenues.

Finally, at any time we may choose to opt-out of the emerging growth company reporting requirements.

If we choose to opt out, we will be unable to opt back in to being an emerging growth company.

We cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions.

If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our stock price may be more volatile.

As an emerging growth company, our auditor is not required to attest to the effectiveness of our internal controls.

Our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting while we are an emerging growth company.

This means that the effectiveness of our financial operations may differ from our peer companies in that they may be required to obtain independent registered public accounting firm attestations as to the effectiveness of their internal controls over financial reporting and we are not.

While our management will be required to attest to internal control over financial reporting and we will be required to detail changes to our internal controls on a quarterly basis, we cannot provide assurance that the independent registered public accounting firm’s review process in assessing the effectiveness of our internal controls over financial reporting, if obtained, would not find one or more material weaknesses or significant deficiencies.

Further, once we cease to be an emerging growth company, we will be subject to independent registered public accounting firm attestation regarding the effectiveness of our internal controls over financial reporting.

Even if management finds such controls to be effective, our independent registered public accounting firm may decline to attest to the effectiveness of such internal controls and issue a qualified report.

As a public company, we will incur significant increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we have incurred significant legal, accounting and other expenses that we did not incur as a private company.

In addition, the rules of the SEC and those of The NASDAQ Stock Market LLC ("NASDAQ"), NASDAQ Capital Market has imposed various requirements on public companies including requiring establishment and maintenance of effective disclosure and financial controls.

Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives.

Moreover, these rules and regulations have increased and will continue to increase our legal and financial compliance costs and will make some activities more time-consuming and costlier.

For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors.

We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures.

In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act.

In addition, we will be required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting the later of our second annual report on Form 10-K or the first annual report on Form 10-K following the date on which we are no longer an emerging growth company.

Our compliance with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant management efforts.

We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

If we are not able to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to sanctions or investigations by the exchange we are listed on, the SEC or other regulatory authorities, which would require additional financial and management resources.

Our ability to successfully implement our business plan and comply with Section 404 requires us to be able to prepare timely and accurate financial statements.

We expect that we will need to continue to improve existing, and implement new operational and financial systems, procedures and controls to manage our business effectively.

Any delay in the implementation of, or disruption in the transition to, new or enhanced systems, procedures or controls, may cause our operations to suffer and we may be unable to conclude that our internal control over financial reporting is effective and to obtain an unqualified report on internal controls from our auditors as required under Section 404 of the Sarbanes-Oxley Act.

This, in turn, could have an adverse impact on trading prices for our common stock, and could adversely affect our ability to access the capital markets.

The Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.

Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information.

The FINRA requirements may make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may have the effect of reducing the level of trading activity in our Common Stock.

As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our Common Stock.

need not provide the table of selected financial data.

We also will have other “scaled” disclosure requirements that are less

comprehensive than issuers that are not smaller reporting companies which could make our Common Stock less attractive to potential investors,

which could make it more difficult for our shareholders to sell their shares.

As a public company, we will incur significant

increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance

As a public company, we have incurred significant

legal, accounting and other expenses that we did not incur as a private company.

In addition, the rules of the SEC and those of The NASDAQ

Stock Market LLC (“NASDAQ”), NASDAQ Capital Market has imposed various requirements on public companies including requiring

establishment and maintenance of effective disclosure and financial controls.

Our management and other personnel will need to devote a

substantial amount of time to these compliance initiatives.

Moreover, these rules and regulations have increased and will continue to

increase our legal and financial compliance costs and will make some activities more time-consuming and costlier.

For example, we expect

that these rules and regulations may make it more difficult and more expensive for us to obtain directors’ and officers’ liability

insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors.

We cannot predict

or estimate the amount of additional costs we will incur as a public company or the timing of such costs.

The Sarbanes-Oxley Act requires, among other things,

that we maintain effective internal control over financial reporting and disclosure controls and procedures.

In particular, we must perform

system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness

of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act.

In addition, we will be required

to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting

the later of our second annual report on Form 10-K or the first annual report on Form 10-K following the date on which we are no longer

an emerging growth company.

Our compliance with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting

expense and expend significant management efforts.

We currently do not have an internal audit group, and we will need to hire additional

accounting and financial staff with appropriate public company experience and technical accounting knowledge.

If we are not able to comply

with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies

in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline

and we could be subject to sanctions or investigations by the exchange we are listed on, the SEC or other regulatory authorities, which

would require additional financial and management resources.

Our ability to successfully implement our business

plan and comply with Section 404 requires us to be able to prepare timely and accurate financial statements.

We expect that we will need

to continue to improve existing, and implement new operational and financial systems, procedures and controls to manage our business effectively.

Any delay in the implementation of, or disruption in the transition to, new or enhanced systems, procedures or controls, may cause our

operations to suffer and we may be unable to conclude that our internal control over financial reporting is effective and to obtain an

unqualified report on internal controls from our auditors as required under Section 404 of the Sarbanes-Oxley Act.

This, in turn, could

have an adverse impact on trading prices for our common stock, and could adversely affect our ability to access the capital markets.

The Financial Industry Regulatory Authority (“FINRA”)

sales practice requirements may limit a shareholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules

described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable

grounds for believing that the investment is suitable for that customer.

Prior to recommending speculative, low-priced securities to

their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial

status, tax status, investment objectives and other information.

The FINRA requirements may make it more difficult for broker-dealers

to recommend that their customers buy our Common Stock, which may have the effect of reducing the level of trading activity in our Common

As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a shareholder’s ability

to resell shares of our Common Stock.

Our stock price may be volatile.

The market price of our Common Stock has been highly volatile and could fluctuate widely in price in response to various potential factors, many of which will be beyond our control, including the following:

The market price of our Common Stock has been highly

volatile and could fluctuate widely in price in response to various potential factors, many of which will be beyond our control, including

the following:

● services by us or our competitors;

6 unchanged sentences

● period-to-period fluctuations in our financial results.

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies.

These market fluctuations may also materially and adversely affect the market price of our common stock.

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline.

The trading market for our common stock will, to some extent, depends on the research and reports that securities or industry analysts publish about us or our business.

We do not have any control over these analysts.

If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline.

If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

We do not intend to pay dividends for the foreseeable future, which could reduce the attractiveness of our stock to some investors.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future.

In addition, the securities markets have from time-to-time

experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies.

fluctuations may also materially and adversely affect the market price of our common stock.

If securities or industry analysts do not publish

research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline.

The trading market for our common stock will, to some

extent, depends on the research and reports that securities or industry analysts publish about us or our business.

We do not have any

control over these analysts.

If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our

share price would likely decline.

If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we

could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

We do not intend to pay dividends for the foreseeable

future, which could reduce the attractiveness of our stock to some investors.

We currently intend to retain any future earnings

to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future.

As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases.

In addition, we may incur debt financing to further finance our operations, the governing documents of which may contain restrictions on our ability to pay dividends.

If we are unable to maintain listing of our securities on the NASDAQ Capital Market or another reputable stock exchange, it may be more difficult for our stockholders to sell their securities.

NASDAQ requires listing issuers to comply with certain standards in order to remain listed on its exchange.

If, for any reason, NASDAQ should delist our securities from trading on its exchange and we are unable to obtain listing on another reputable national securities exchange, a reduction in some or all of the following may occur, each of which could materially adversely affect our stockholders.

If our shares of Common Stock become subject to the penny stock rules, it would become more difficult to trade our shares.

The Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.

Penny stocks are generally equity securities with a price per share of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.

If we do not obtain or retain a listing on the NYSE American or NASDAQ Capital Market and if the price of our Common Stock is less than $5.00 per share, our Common Stock will be deemed a penny stock.

The penny stock rules require a broker-dealer, before effecting a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information.

In addition, the penny stock rules require that, before effecting any such transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive;

addition, we may incur debt financing to further finance our operations, the governing documents of which may contain restrictions on

our ability to pay dividends.

If we are unable to maintain listing of our securities on the NASDAQ Capital

Market or another reputable stock exchange, it may be more difficult for our shareholders to sell their securities.

requires listing issuers to comply with certain standards in order to remain listed on its exchange.

The Company has received two notices

from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) as follows:

January 8, 2026, the Company received a letter from Nasdaq notifying the Company that it

is no longer in compliance with Nasdaq Listing Rule 5620(a), which requires the Company to

hold an annual meeting of shareholders within twelve months of the end of the Company’s

fiscal year end.

The Company submitted a plan of compliance on February 16, 2026.

9, 2026, Nasdaq advised the Company that it granted the Company an extension until June 29,

2026, to regain compliance with Nasdaq Listing Rule 5620(a) by holding an annual meeting

of shareholders.

March 9, 2026, the Company received a letter from Nasdaq notifying it of non-compliance with

Listing Rule 5640 arising from the voting rights of the Series A Preferred Stock issued February

On March 2, 2026, the Company filed the First Amendment to Stock Purchase Agreement

and Certificate of Amendment reducing the stated value to $5.1596 per share and voting rights

to 5.1596 votes per share.

On March 13, 2026, Nasdaq confirmed the Company had regained compliance

and closed the matter.

the approval of the amendment to increase the number of authorized shares

of common stock at the Annual Meeting on April 13, 2026, the Company has additional flexibility to issue common stock for financing, strategic

transactions, or equity compensation.

While this approval strengthens the Company’s ability to maintain compliance with Nasdaq listing

requirements related to capital structure and shareholder transactions, if, for any reason, Nasdaq should delist our securities from trading

on its exchange and we are unable to obtain listing on another reputable national securities exchange, a reduction in some or all of the

following may occur, each of which could materially adversely affect our shareholders.

If our shares of Common Stock become subject to

the penny stock rules, it would become more difficult to trade our shares.

The Commission has adopted rules that regulate broker-dealer

practices in connection with transactions in penny stocks.

Penny stocks are generally equity securities with a price per share of less

than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated

quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the

exchange or system.

If we do not obtain or retain a listing on the NYSE American or NASDAQ Capital Market and if the price of our Common

Stock is less than $5.00 per share, our Common Stock will be deemed a penny stock.

The penny stock rules require a broker-dealer, before

effecting a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing

specified information.

In addition, the penny stock rules require that, before effecting any such transaction in a penny stock not otherwise

exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the

purchaser and receive;

(i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement;

(ii) a written agreement to transactions involving penny stocks;

(ii) a written

agreement to transactions involving penny stocks;

and (iii) a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our Common Stock, and therefore stockholders may have difficulty selling their shares.

Provisions in our articles of incorporation and bylaws and Nevada law may discourage, delay or prevent a change of control of our Company and, therefore, may depress the trading price of our stock.

Our articles of incorporation and bylaws contain certain provisions that may discourage, delay or prevent a change of control that our stockholders may consider favorable.

These disclosure

requirements may have the effect of reducing the trading activity in the secondary market for our Common Stock, and therefore shareholders

may have difficulty selling their shares.

Provisions in our articles of incorporation and

bylaws and Nevada law may discourage, delay or prevent a change of control of our Company and, therefore, may depress the trading price

of our stock.

Our articles of incorporation and bylaws contain certain

provisions that may discourage, delay or prevent a change of control that our shareholders may consider favorable.

These provisions:

• prohibit stockholder action to elect or remove directors by majority written consent;

● prohibit shareholders action to elect or remove directors by majority written consent;

● provide that the board of directors is expressly authorized to make, alter or repeal our bylaws;

• prohibit our stockholders from calling a special meeting of stockholders;

• establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

We may be subject to securities litigation, which is expensive and could divert management attention.

In the past companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation.

We may be the target of this type of litigation in the future.

Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could seriously hurt our business.

● prohibit our shareholders from calling a special meeting of shareholders;

● establish advance notice requirements for nominations for elections to our board

of directors or for proposing matters that can be acted upon by shareholders at shareholder meetings.

We may be subject to securities litigation, which

is expensive and could divert management attention.

In the past companies that have experienced volatility

in the market price of their stock have been subject to securities class action litigation.

We may be the target of this type of litigation

in the future.

Litigation of this type could result in substantial costs and diversion of management’s attention and resources,

which could seriously hurt our business.

Any adverse determination in litigation could also subject us to significant liabilities.

Risks Related to the SEPA Offering

Substantial blocks of our common stock may be sold into the market as a result of the shares sold to Yorkville under the SEPA, which may cause the price of our common stock to decline.

The price of our common stock could decline if there are substantial sales of shares of our common stock, if there is a large number of shares of our common stock available for sale, or if there is the perception that these sales could occur.

On September 22, 2023, we entered into the SEPA with YA II PN Ltd.

(“Yorkville”).

Under the SEPA, we agreed to issue and sell to Yorkville, from time to time, and Yorkville agreed to purchase from us, up to $25 million of our common stock.

We shall not affect any sales under the SEPA and Yorkville shall not have any obligation to purchase shares of common stock under the SEPA to the extent that after giving effect to such purchase and sale (i) Yorkville would beneficially own more than 4.99% of the Company’s outstanding common stock at the time of such issuance (the “Ownership Limitation”), or (ii) the aggregate number of shares of common stock issued under the SEPA together with any shares of common stock issued in connection with any other related transactions that may be considered part of the same series of transactions, would exceed 19.9% of the outstanding voting common stock as of September 22, 2023 (the “Exchange Cap”).

At the Company’s Annual Meeting held on December 20, 2023, the shareholders of the Company approved, for purposes of compliance with Nasdaq Listing Rules 5635(b) and 5635(d), the issuance of up to 15,000,000 shares of our Common Stock to Yorkville in connection with and pursuant to the SEPA thus increasing the Exchange Cap to 15,000,000 shares of Common Stock.

Thus, we may not have access to the right to sell the full $25 million of shares of common stock to Yorkville.

In connection with the SEPA, and subject to the condition set forth therein, Yorkville advanced us the Pre-Paid Advance evidenced by convertible promissory notes (the “Convertible Notes”) issued to Yorkville at a purchase price equal to 94.0% of the principal amount of each Pre-Paid Advance.

On September 22, 2023, Yorkville advanced the first Pre-Paid Advance to us in the principal amount of $3.0 million and we issued a Convertible Note to Yorkville in the principal amount of $3.0 million.

The balance of $1.0 million of the Pre-Paid Advance was advanced by Yorkville on October 30, 2023.

The purchase price for each Convertible Note representing a Pre-Paid Advance is 94.0% of the principal amount of the Pre-Paid Advance.

Interest shall accrued on the outstanding balance of any Convertible Note 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 of each Convertible Note was September 22, 2024, 12-months after the closing of the initial Pre-Paid Advance.

The Convertible Notes were paid off on October 11, 2024.

Any issuance of shares of common stock pursuant to this facility will dilute the percentage ownership of stockholders and may dilute the per share projected earnings (if any) or book value of our common stock.

Sales of a substantial number of shares of our common stock in the public market or other issuances of shares of our common stock, or the perception that these sales or issuances could occur, could cause the market price of our common stock to decline and may make it more difficult for you to sell your shares at a time and price that you deem appropriate.

It is not possible to predict the actual number of shares we will sell under the SEPA to Yorkville at any one time or in total, or the actual gross proceeds resulting from those sales.

We generally have the right to control the timing and amount of any sales of our shares of common stock to Yorkville under the SEPA.

Sales of our common stock, if any, to Yorkville under the SEPA will depend upon market conditions and other factors.

We may ultimately decide to sell to Yorkville all, some or none of the shares of our common stock that may be available for us to sell to Yorkville pursuant to the SEPA.

Because the purchase price per share to be paid by Yorkville for the shares of common stock that we may elect to sell to Yorkville under the SEPA, if any, will fluctuate based on the market prices of our common stock during the applicable the pricing period (three consecutive trading days commencing on the date that we direct Yorkville to purchase amounts of our Common Stock), it is not possible for us to predict, as of the date of this report and prior to any such sales, the number of shares of common stock that we will sell to Yorkville under the SEPA, the purchase price per share that Yorkville will pay for shares purchased from us under the SEPA, or the aggregate gross proceeds that we will receive from those purchases by Yorkville under the SEPA, if any.

In addition, we will not be able to issue shares of common stock in excess of 15,000,000 as approved by the shareholders of the Company at its Annual Meeting under the SEPA in accordance with applicable Nasdaq rules.

Depending on the market prices of our common stock in the future, this could be a significant limitation on the amount of funds we are able to raise pursuant to the SEPA.

Other limitations in the SEPA, including the Ownership Limitation, and our ability to meet the conditions necessary to deliver an Advance Notice, could also prevent us from being able to raise funds up to the $25.0 million commitment amount.

Moreover, although the SEPA provides that we may sell up to an aggregate of $25.0 million of our common stock to Yorkville, only 34,315,083 shares of our common stock have been registered for resale by Yorkville under the registration statement consisting of (i) the 227,273 commitment shares that we issued to Yorkville upon execution of the SEPA as consideration for its commitment to purchase our common stock under the SEPA and (ii) up to 34,087,810 shares of common stock that we may elect to sell to Yorkville, in our sole discretion, from time to time from and after the date of, and pursuant to, the SEPA or that Yorkville may require that we sell pursuant to a Yorkville Advance.

Even if we elect to sell to Yorkville all of the shares of common stock that have been registered for resale, depending on the market prices of our common stock at the time of such sales, the actual gross proceeds from the sale of all such shares may be substantially less than the $25.0 million commitment amount under the SEPA, which could materially adversely affect our liquidity.

If we desire to issue and sell to Yorkville under the SEPA more than the 34,087,810 shares registered, and the Exchange Cap provisions and other limitations in the SEPA would allow us to do so, we would need to file with the SEC one or more additional registration statements to register under the Securities Act the resale by Yorkville of any such additional shares of our common stock and the SEC would have to declare such registration statement or statements effective before we could sell additional shares.

Further, the resale by Yorkville of a significant amount of shares registered for resale at any given time, or the perception that these sales may occur, could cause the market price of our common stock to decline and to be highly volatile.

The sale and issuance of our shares of Common Stock to Yorkville will cause dilution to our existing shareholders, and the sale of the shares of Common Stock acquired by Yorkville, or the perception that such sales may occur, could cause the price of our Common Stock to fall.

The purchase price for the shares that we may sell to Yorkville under the SEPA or are required to sell pursuant to a Yorkville Advance will fluctuate based on the price of our shares of Common Stock.

Depending on a number of factors, including market liquidity, sales of such shares may cause the trading price of our Common Stock to fall.

If and when we do sell shares to Yorkville or when Yorkville requires a Yorkville Advance, Yorkville may resell all, some, or none of those shares at its discretion, subject to the terms of the SEPA.

Therefore, sales to Yorkville by us could result in substantial dilution to the interests of other holders of our shares of Common Stock.

Additionally, the sale of a substantial number of shares of Common Stock to Yorkville, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a desirable time and price.

The resale of shares of Common Stock by Yorkville in the public market or otherwise, or the perception that such sales could occur, could also harm the prevailing market price of our shares of Common Stock.

Following these issuances described above and as restrictions on resale end and registration statements are available for use, the market price of our shares of Common Stock could decline if the holders of restricted shares sell them or are perceived by the market as intending to sell them.

As such, sales of a substantial number of shares of Common Stock in the public market could occur at any time.

These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our shares of Common Stock.

Investors who buy shares at different times will likely pay different prices.

Pursuant to the SEPA, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to Yorkville.

If and when we do elect to sell shares of our common stock to Yorkville pursuant to the SEPA, Yorkville may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices.

As a result, investors who purchase shares from Yorkville in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results.

Investors may experience a decline in the value of the shares they purchase from Yorkville in this offering as a result of future sales made by us to Yorkville at prices lower than the prices such investors paid for their shares in this offering.

Our current business plans require a significant amount of capital.

If we are unable to obtain sufficient funding or do not have access to capital, we may not be able to execute our business plans and our prospects, financial condition and results of operations could be materially adversely affected.

The extent to which we rely on Yorkville as a source of funding will depend on a number of factors, including the prevailing market price of our common stock, our ability to meet the conditions necessary to deliver Advance Notices under the SEPA, the impacts of the Exchange Cap and the Ownership Limitation and the extent to which we are able to secure funding from other sources.

In addition to the amount of funds we ultimately raise under the SEPA, if any, we expect to continue to seek other sources of funding, including by offering additional equity, and/or equity-linked securities, through one or more credit facilities and potentially by offering debt securities, to finance a portion of our future expenditures.

We have experienced operating losses, and we expect to continue to incur operating losses as we implement our business plans.

We expect our capital expenditures to continue to be significant in the foreseeable future as we expand our business.

We expect to expend capital with significant outlays directed towards servicing our Sadot Agri-Foods, Sadot restaurant group and Sadot farming operations.

The fact that we have a limited operating history with respect to the Agri-Foods and farming operations business means we have limited historical data on the demand for our services.

As a result, our capital requirements are uncertain and actual capital requirements may be different from those we currently anticipate.

In addition, new opportunities for growth in future product lines and markets may arise and may require additional capital.

We entered into the SEPA whereby we will have the right, but not the obligation, to sell to Yorkville up to $25.0 million of our shares of common stock.

However, our right to sell shares under the SEPA is subject to certain conditions that may not be satisfied.

Accordingly, we may not be able to utilize this facility to raise additional capital when, or in the amounts, we may require.

As an early-stage growth company, our ability to access capital is critical.

We expect that we will need to raise additional capital in order to continue to execute our business plans in the future, and we plan to use the SEPA, if the conditions for its use are satisfied and seek additional equity and/or debt financing, including by offering additional equity, and/or equity-linked securities, through one or more credit facilities and potentially by offering debt securities, to finance a portion of our future expenditures.

The sale of additional equity or equity-linked securities could dilute our stockholders.

The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations or our ability to pay dividends to our stockholders.

Our ability to obtain the necessary additional financing to carry out our business plans or to refinance, if necessary, any outstanding debt when due is subject to a number of factors, including general market conditions and investor acceptance of our business model.

These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us.

If we are unable to raise sufficient funds on favorable terms, we may have to significantly reduce our spending, delay or cancel our planned activities or substantially change our corporate structure.

We might not be able to obtain any such funding or we might not have sufficient resources to conduct our business as projected, both of which could mean that we would be forced to curtail or discontinue our operations and our prospects, financial consolidated results of operations could be materially adversely affected, in which case our investors could lose some or all of their investment.

Management will have broad discretion as to the use of the proceeds from the SEPA, and uses may not improve our financial condition or market value.

Because we have not designated the amount of net proceeds from the SEPA to be used for any particular purpose, our management will have broad discretion as to the application of such proceeds.

Our management may use the proceeds for working capital and general corporate purposes that may not improve our financial condition or advance our business objectives.

We Face Material Liquidated Damages Obligations

and Dilution Risk Under the Purchase Agreement with Helena Global Investment Opportunities I Ltd., Which Could Adversely Affect Our Liquidity,

Financial Condition, and Stock Price.

On September 23, 2025, the Company entered into a

Purchase Agreement (the “Helena Purchase Agreement”) with Helena Global Investment Opportunities I Ltd.

pursuant to which the Company has the right, but not the obligation, to sell up to $10,000,000 (the “Commitment Amount”) of

its common stock to Helena from time to time, subject to certain limitations and conditions.

Sales occur through Advance Notices at a

purchase price equal to 97% of the lowest daily closing VWAP during the Pricing Period (subject to further downward adjustments if intra-day

VWAP volatility exceeds 7%), resulting in immediate dilution to existing shareholders.

Pursuant to the Helena Purchase Agreement, if the

Company has not submitted Advance Notices in an aggregate amount of at least $2,000,000 (the “Threshold Amount”) prior to

the date that is six (6) months following the effective date of the registration statement covering the shares, the Company shall pay

Helena liquidated damages of $100,000 for every 30-day period thereafter until the Threshold Amount is met.

Additionally, if the

registration statement is not filed by the Filing Deadline or declared effective by the Effectiveness Deadline, the Company must pay Helena

partial liquidated damages equal to 2.0% of the Commitment Amount on each such Event Date and on each monthly anniversary thereafter.

These liquidated damages are payable in cash and are not penalties, but they represent non-operating cash outflows that could materially

strain the Company’s already limited liquidity and exacerbate the substantial doubt about its ability to continue as a going concern

The Helena Purchase Agreement also contains strict limitations, including an

Ownership Limitation (Helena cannot exceed 4.99% beneficial ownership), a Registration Limitation, and an Exchange Cap (19.99% of outstanding

shares unless shareholder approval is obtained).

Failure to satisfy these conditions or the registration requirements could prevent the

Company from accessing the facility entirely, forcing it to seek alternative (and potentially more expensive) financing.

Moreover, the

issuance of 13,849 Commitment Fee Shares (plus potential Make-Whole Shares if the post-effectiveness closing price is below the reference

price) and the 1.25% cash fee to the Placement Agent further dilute existing shareholders.

Any payment of liquidated damages, inability to draw

on the facility, or perception of ongoing dilution could have a material adverse effect on the Company’s liquidity, financial condition,

results of operations, and the market price of its common stock.

There can be no assurance that the Company will meet the Threshold Amount

or registration deadlines, or that it will be able to utilize the facility on favorable terms.

Defaults Under Our Debt Obligations Could Adversely

Affect Our Financial Condition and Result in Significant Dilution to Shareholders

The Company is currently in default under certain

of its debt obligations.

As a result of these defaults, the applicable lenders may impose default interest rates, penalties, and other

charges, which could significantly increase the Company’s outstanding indebtedness.

In addition, such defaults may accelerate repayment

obligations and limit the Company’s ability to access additional financing.

Certain of the Company’s debt instruments also provide creditors with the

ability to convert outstanding amounts, including accrued interest and penalties, into shares of the Company’s common stock.

such conversions could result in substantial dilution to existing shareholders, particularly if conversions occur at discounted prices

relative to the market price of the Company’s common stock.

The Company is actively evaluating alternatives to

address its outstanding debt, including potential restructurings, settlements, or exchanges;

however, there can be no assurance that such

efforts will be successful or on terms acceptable to the Company.

If the Company is unable to effectively manage or resolve its debt defaults,

its financial condition, liquidity, and results of operations could be materially adversely affected.

Unresolved Staff Comments

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Risk Management and Strategy

Cyber criminals are becoming more sophisticated and effective every day, and they are increasingly targeting companies similar to our company operating in various part of the world.

All companies utilizing technology are subject to threats of breaches of their cybersecurity programs.

To mitigate the threat to our business, we take a comprehensive approach to cybersecurity risk management and make securing the data customers and other stakeholders entrust to us a top priority.

Our board of directors (the “Board”) and our management are actively involved in the oversight of our risk management program, of which cybersecurity represents an important component.

As described in more detail below, we have established policies, standards, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats.

We have devoted significant financial and personnel resources to implement and maintain security measures to meet regulatory requirements and customer expectations, and we intend to continue to make significant investments to maintain the security of our data and cybersecurity infrastructure.

There can be no guarantee that our policies and procedures will be properly followed in every instance or that those policies and procedures will be effective.

Although our Risk Factors include further detail about the material cybersecurity risks we face, we believe that risks from prior cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected our business to date.

We can provide no assurance that there will not be incidents in the future or that they will not materially affect us, including our business strategy, results of operations, or financial condition.

Our policies, standards, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats are integrated into our overall risk management program and are based industry standards.

Key security, risk, and compliance stakeholders meet regularly to develop strategies for preserving the confidentiality, integrity and availability of our company and customer information, identifying, preventing and mitigating cybersecurity threats, and effectively responding to cybersecurity incidents.

We maintain controls and procedures that are designed to ensure prompt escalation of certain cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made by management and the Board in a timely manner.

Our cybersecurity team, are third party subject matter experts who regularly obtain cybersecurity certifications.

Our program includes procedures to identify cybersecurity risks and threats of our third-party service providers.

These procedures measure the maturity of third-party provider cybersecurity programs against industry best practices.

Cyber criminals are becoming more sophisticated and

effective every day, and they are increasingly targeting companies similar to our company operating in various part of the world.

companies utilizing technology are subject to threats of breaches of their cybersecurity programs.

To mitigate the threat to our business,

we take a comprehensive approach to cybersecurity risk management and make securing the data customers and other stakeholders entrust

to us a top priority.

Our board of directors (the “Board”) and our management are actively involved in the oversight of our

risk management program, of which cybersecurity represents an important component.

As described in more detail below, we have established

policies, standards, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats.

devoted significant financial and personnel resources to implement and maintain security measures to meet regulatory requirements and

customer expectations, and we intend to continue to make significant investments to maintain the security of our data and cybersecurity

infrastructure.

There can be no guarantee that our policies and procedures will be properly followed in every instance or that those policies

and procedures will be effective.

Although our Risk Factors include further detail about the material cybersecurity risks we face, we

believe that risks from prior cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially

affected our business to date.

We can provide no assurance that there will not be incidents in the future or that they will not materially

affect us, including our business strategy, results of operations, or financial condition.

Our policies, standards, processes and practices for

assessing, identifying, and managing material risks from cybersecurity threats are integrated into our overall risk management program

and are based industry standards.

Key security, risk, and compliance stakeholders meet regularly to develop strategies for preserving

the confidentiality, integrity and availability of our company and customer information, identifying, preventing and mitigating cybersecurity

threats, and effectively responding to cybersecurity incidents.

We maintain controls and procedures that are designed to ensure prompt

escalation of certain cybersecurity incidents so that decisions regarding public disclosure and reporting of such incidents can be made

by management and the Board in a timely manner.

Our cybersecurity team, are third party subject matter

experts who regularly obtain cybersecurity certifications.

Our program includes procedures to identify cybersecurity risks and threats

of our third-party service providers.

These procedures measure the maturity of third-party provider cybersecurity programs against industry

best practices.

The collection of this information is used to assess the use of third-party software or partnerships.

Our cybersecurity risk management program includes response plans that are aligned with our crisis response plans and outline the procedures and protocols to follow when a cybersecurity incident has or may have occurred, including to allow assessments related to disclosure and notice requirements to be timely made to regulators and affected parties.

The response plan includes protocols to notify our Chief Executive Officer ("CEO"), our Chief Financial Officer ("CFO"), other members of senior management as appropriate, and, under certain circumstances, the Audit Committee of our Board, or our full Board as appropriate.

We have integrated cybersecurity risk assessments into Sadot’s overall enterprise risk assessment to promote a company-wide culture of cybersecurity risk managemen t.

Our Board, in coordination with the Audit Committee, oversees our management of cybersecurity risk.

They receive regular communication from management about the prevention, detection, mitigation, and remediation of cybersecurity incidents, including material security risks and information security vulnerabilities.

The Audit Committee receives regular updates from management on cybersecurity risk resulting from risk assessments, progress of risk reduction initiatives, external auditor feedback, control maturity assessments, and relevant internal and industry cybersecurity incidents.

Our CEO and CFO lead our Information Technology and cybersecurity team, which consist of third party specialist.

The Information Technology team is responsible for assessing, identifying, and managing risks from cybersecurity threats.

Our CEO and CFO regularly receive information on cyber security matters, and in turn communicate to the Audit Committee on such matters.

Our CEO has more than 20 years of experience in leading and managing risk oversight for large organizations and our CFO has several years of experience in leading and managing risk oversight for public organizations.

Our cybersecurity risk management program includes

response plans that are aligned with our crisis response plans and outline the procedures and protocols to follow when a cybersecurity

incident has or may have occurred, including to allow assessments related to disclosure and notice requirements to be timely made to regulators

and affected parties.

The response plan includes protocols to notify our Chief Executive Officer (“CEO”), our Chief Financial

Officer (“CFO”), other members of senior management as appropriate, and, under certain circumstances, the Audit Committee

of our Board, or our full Board as appropriate.

We have integrated cybersecurity risk assessments into Sadot’s overall enterprise

risk assessment to promote a company-wide culture of cybersecurity risk management.

Our Board, in coordination with the Audit Committee,

oversees our management of cybersecurity risk.

They receive regular communication from management about the prevention, detection, mitigation,

and remediation of cybersecurity incidents, including material security risks and information security vulnerabilities.

The Audit Committee

receives regular updates from management on cybersecurity risk resulting from risk assessments, progress of risk reduction initiatives,

external auditor feedback, control maturity assessments, and relevant internal and industry cybersecurity incidents.

Our CEO and CFO lead our Information Technology and

cybersecurity team, which consist of third party specialist.

The Information Technology team is responsible for assessing, identifying,

and managing risks from cybersecurity threats.

Our CEO and CFO regularly receive information on cyber security matters , and in turn communicate

to the Audit Committee on such matters.

Our CEO has more than 20 years of experience in leading and managing risk oversight for large

organizations and our CFO has several years of experience in leading and managing risk oversight for public organizations.

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

What changed 10-K

Item 1. Business