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Item 2. Management’s Discussion and Analysis

2026-05-15 compared with 2025-11-19 · 449 added, 414 removed, 83 unchanged (91% of the section changed)

1 unchanged sentence

Preliminary Note

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

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

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

The following Management’s Discussion and Analysis

(“MD&A”), prepared as of May 15, 2026, should be read in conjunction with the Unaudited Condensed Consolidated Financial

Statements of Sadot Group Inc.

(“Sadot Group”), for the three months ended March 31, 2026, together with the audited financial

statements of the Company for the year ended December 31, 2025 and the accompanying MD&A for that fiscal year appearing in our Annual

Report on 2024 Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2026.

Unless otherwise

indicated or the context otherwise requires, all references to the terms “Company,” “company,” “Sadot”,

“we,” “us,” “our”, “Group” and similar terms refer to Sadot Group Inc., together with

its consolidated subsidiaries.

Our website address is http://sadotgroupinc.com.

The information on, or that can be accessed through, our website is not part of this Report.

The SEC also maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

Our filings with the SEC are also available to the public through the SEC’s website at www.sec.gov .

information on, or that can be accessed through, our website is not part of this Report.

The SEC also maintains an Internet website that

contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

filings with the SEC are also available to the public through the SEC’s website at www.sec.gov.

This MD&A is the responsibility of management.

Prior to its release, the Company’s Board of Directors (the “Board”) approved this MD&A on the Audit Committee’s recommendation.

Prior to its release, the Company’s Board of Directors (the “Board”) approved this MD&A on the Audit Committee’s

recommendation.

The Company presents its financial statements in U.S.

Amounts in this MD&A are stated in U.S.

Dollars unless otherwise indicated.

Dollars unless

otherwise indicated.

Forward-Looking Statements

This Report contains forward-looking statements as defined in the federal securities laws.

Forward-looking statements generally relate to future events or our future financial or operating performance.

These forward-looking statements are not guarantees of future performance, conditions, or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of Sadot Group Inc's management’s control.

The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “forecast,” “model,” “proposal,” “should,” “may,” “intend,” “estimate,” and “continue,” and similar expressions (or the negative versions of such words or expressions), are intended to identify forward-looking statements.

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

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

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

Reference is made to “Factors That May Affect Future Results and Financial Condition” in this Item 2 for a discussion of some of the uncertainties, risks and assumptions associated with these statements.

This Report contains forward-looking statements as

defined in the federal securities laws.

Forward-looking statements generally relate to future events or our future financial or operating

These forward-looking statements are not guarantees of future performance, conditions, or results, and involve a number of

known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of Sadot Group Inc’s

management’s control.

The words “may,” “will,” “expect,” “believe,” “anticipate,”

“project,” “plan,” “forecast,” “model,” “proposal,” “should,”

“may,” “intend,” “estimate,” and “continue,” and similar expressions (or the negative

versions of such words or expressions), are intended to identify forward-looking statements.

These forward-looking statements include,

without limitation, information concerning Sadot’s possible or assumed future results of operations, business strategies, debt levels,

competitive position, industry environment and possible growth opportunities.

We caution you that these statements are not guarantees

of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our

control, which may influence the accuracy of the statements and the projections upon which the statements are based.

Reference is made

to “Factors That May Affect Future Results and Financial Condition” in this Item 2 for a discussion of some of the uncertainties,

risks and assumptions associated with these statements.

Readers are cautioned not to place undue reliance on these forward-looking statements,

which speak only as of the date hereof.

We undertake no obligation to update or revise any forward-looking statements except as required

Sadot Group Inc.

is our parent company and is headquartered in Burleson, Texas.

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

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

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.

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.

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

All options are being assessed.

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

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

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

has three unique “healthier for you” concepts, including two fast casual restaurant concepts, Pokémoto and Muscle Maker Grill, plus one subscription-based fresh prep meal concept, SuperFit Foods.

SuperFit Foods was sold in August 2024.

This entire operating segment was identified as held for sale.

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

is our parent company and is headquartered

in Burleson, Texas.

During the three months ended March 31, 2026, we reported zero commodity sales revenue compared to $132.2 million

in the prior-year period.

This reflects the significant streamlining of our operations, including the closure of certain international

offices and the completion of the sale of our Sadot Food Services segment on December 4, 2025.

As of March 31, 2026, Sadot Group consisted of one

distinct operating unit and one discontinued operation.

LLC (“Sadot Agri-Foods”):

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.

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 markets.

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.

as a result of disappointing performances in 2025, the Company decided to end the relationship

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 Documents.

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.

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

Restaurant Group, LLC (“Sadot Food Services”) held three concepts, including

two fast casual restaurant concepts, Pokémoto and Muscle Maker Grill.

the Company operated a subscription-based fresh prep meal concept, SuperFit Foods, which

was sold in August 2024.

Throughout 2024 the remaining corporate owned restaurants were sold

and converted into franchise locations or closed.

On 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”).

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”).

Price consisted of:

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

$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 Letter”).

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.

Accordingly, 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.

allowed the Company to divest its franchise restaurant operations and further focus on its

agri-food operations.

Please see Note 4 – Assets held for sale and Note 5 – Discontinued

operations for further details.

Key Financial Definitions

We review a number of financial and operating metrics, including the following key metrics and non-GAAP measures, to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions.

Governmental and other economic factors affecting our operations may vary.

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

2025 2024 2025 2024

$’000 $’000 $’000 $’000

We review a number of financial and operating metrics,

including the following key metrics and non-GAAP measures, to evaluate our business, measure our performance, identify trends affecting

our business, formulate business plans, and make strategic decisions.

Governmental and other economic factors affecting our operations

Three Months Ended March 31,

Commodity sales

Other revenues 17 — 69 —

Cost of goods sold

3 unchanged sentences

Sales, general and administrative expenses

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

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

(Loss) / Income from operations

EBITDA attributable to Sadot Group Inc.

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

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

Our revenues are derived from Commodity sales.

Revenues from commodity sales have declined substantially in Q3.

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

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

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

Our key business and financial metrics are explained

in detail below.

Our revenues have historically been derived from Commodity

Revenues from commodity sales have declined substantially since Q2 2025.

We generated no commodity sales revenue in the first quarter

of 2026 as we continue to evaluate and streamline our agri-food operations following the divestiture of our food services business and

the adverse judgment regarding our Zambia farm operations.

The business has experienced significant trading difficulties around capital

to support new trades, disputes on settlement of existing trades and a number of legal disputes on historic trades.

Following the financial

performance during the third quarter of 2025, management of the Company began evaluating alternative business lines to address this situation.

All options are being assessed.

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

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

on assets of the Trading business cannot be excluded in the near future or in the long run.

Cost of Goods Sold

Cost of goods sold includes commodity costs, labor, rent and other operating expenses.

Reclassification

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

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

Management determined that presenting the related gains in COGS more accurately reflects the impact of these instruments on the Company’s gross margin and provides more decision-useful information to financial statement users.

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

Cost of goods sold includes commodity costs, labor,

rent and other operating expenses.

Depreciation and Amortization Expenses

Depreciation and amortization expenses primarily consist of the depreciation of property and equipment.

Depreciation and amortization expenses primarily consist

of the depreciation of property and equipment.

Stock-Based Expenses

Stock-based expenses include all expenses that are paid with stock.

This includes stock-based consulting fees due to Aggia and other consultants, stock compensation paid to our board of directors, and stock compensation paid to employees.

The consulting fees due to Aggia are related to ongoing Sadot Agri-Foods and expansion of the global agri-foods commodities business.

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

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

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

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

Stock-based expenses include all expenses that are

paid with stock.

For the periods ended March 31, 2026 and 2025, $0.4

million and $1.4 million, respectively, are recorded as Stock-based expenses in the accompanying Unaudited Condensed Consolidated Statements

of Operations and Other Comprehensive (Loss) / Income.

Sales, General and Administrative Expenses

Sales, general and administrative expenses include expenses associated with corporate and administrative functions that support our operations, including wages, benefits, travel expense, legal and professional fees, training, investor relations and other corporate costs.

We incur incremental Sales, general and administrative expenses as a result of being a publicly listed company on the NASDAQ capital market.

Sales, general and administrative expenses include

expenses associated with corporate and administrative functions that support our operations, including wages, benefits, travel expense,

legal and professional fees, training, investor relations and other corporate costs.

We incur incremental Sales, general and administrative

expenses as a result of being a publicly listed company on the NASDAQ capital market.

Other (Expense) / Income

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

Total Other (expense) / income listed below the Loss

from operations in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive (Loss) / Income

consists of Change in fair value of stock-based compensation, loss on debt extinguishment and Interest expense, net.

Loss on debt extinguishment

Loss on debt extinguishment consist of the loss related to the exchange of stock for debt repayment, which is calculated using the variance between the agreed upon price per share of stock and the fair value of the stock on the date of the exchange and the gain recognized due to writing off accounts payable that have passed the statue of limitations and no longer deemed payable.

Loss on debt extinguishment consist of the loss related

to the exchange of stock for debt repayment, which is calculated using the variance between the agreed upon price per share of stock and

the fair value of the stock on the date of the exchange and the gain recognized due to writing off accounts payable that have passed the

statue of limitations and no longer deemed payable.

Income Tax Benefit / (Expense)

Income tax benefit / (expense) represent federal, state and local current and deferred income tax expense.

Net Income (Loss) Attributable to Non-controlling Interests

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

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

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

Income tax benefit / (expense) represent federal,

state and local current and deferred income tax expense.

Net Income (Loss) Attributable to Non-controlling

Net loss attributable to non-controlling interests

was nil and $0.1 million for the periods ended March 31, 2026 and 2025, respectively.

During the year ended December 31, 2023 the Company

created a joint-venture in Zambia in which the Company has a 70% interest and the third-party equity ownership has a 30% Non-controlling

As described above, following the December 11, 2025 judgment by the High Court for Zambia, the Company lost possession, control,

and ownership of the underlying farmland assets, which have been fully impaired.

However, the Company retains a controlling interest in

the Zambian entity, and therefore continues to consolidate the entity.

The Company is appealing the judgment.

Non-GAAP Measures

EBITDA and EBITDA Margin are non-GAAP measures.

We define EBITDA as Net loss, adjusted for depreciation, amortization, interest income / (expense), and income taxes.

We believe that EBITDA and EBITDA Margin, (collectively, the “Non-GAAP Measures”) are useful metrics for investors to understand and evaluate our operating results and ongoing profitability because they permit investors to evaluate our recurring profitability from our ongoing operating activities.

EBITDA and EBITDA Margin, have certain limitations, and you should not consider them in isolation or as a substitute for analysis of our results of operations as reported under U.S.

We caution investors that amounts presented in accordance with our definitions of any of the Non-GAAP Measures may not be comparable to similar measures disclosed by other issuers, because some issuers calculate certain of the Non-GAAP Measures differently or not at all, limiting their usefulness as direct comparative measures.

Reconciliations of EBITDA and Other Non-GAAP Measures

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

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

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

2025 2024 2025 2024

$’000 $’000 $’000 $’000

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

define EBITDA as Net loss, adjusted for depreciation, amortization, interest income / (expense), and income taxes.

We believe that EBITDA

and EBITDA Margin, (collectively, the “Non-GAAP Measures”) are useful metrics for investors to understand and evaluate our

operating results and ongoing profitability because they permit investors to evaluate our recurring profitability from our ongoing operating

EBITDA and EBITDA Margin, have certain limitations,

and you should not consider them in isolation or as a substitute for analysis of our results of operations as reported under U.S.

We caution investors that amounts presented in accordance with our definitions of any of the Non-GAAP Measures may not be comparable to

similar measures disclosed by other issuers, because some issuers calculate certain of the Non-GAAP Measures differently or not at all,

limiting their usefulness as direct comparative measures.

Reconciliations of EBITDA and Other Non-GAAP

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

GAAP measure, Net income and the calculations of the Net income Margin and EBITDA Margin for the three months ended March 30, 2026

Three Months Ended March 31,

Net (Loss) / Income

Adjustments to EBITDA:

2 unchanged sentences

Income tax expense

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

EBITDA attributable to non-controlling interest

EBITDA attributable to Sadot Group Inc.

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

Gross profit / (loss)

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

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

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

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

EBITDA margin attributable to Sadot Group Inc.

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

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

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

Three Months Ended September 30, Variance

2025 2024 $ %

$’000 $’000 $’000

Unaudited Condensed Consolidated Results of

Operations - Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

The following table represents selected items in our Unaudited Condensed

Consolidated Statements of Operations and Other Comprehensive (Loss) / Income for the three months ended March 31, 2026 and 2025, respectively:

Three Months Ended March 31,

Commodity sales

Other revenues 17 — 17 NM

Cost of goods sold

3 unchanged sentences

Sales, general and administrative expenses

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

(Loss) / Income from operations

Interest expense, net

Loss on impairment

Loss on litigation

Loss on debt extinguishment

Change in fair value of stock-based compensation

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

(Loss) / Income for continuing operations before income tax

Income tax expense

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

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

Net (Loss) / Income for continuing operations

Net (Loss) / Income for discontinued operations

Net loss attributable to non-controlling interest

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

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

Net (Loss) / Income attributable to Sadot Group Inc.

NM= not meaningful

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

Three Months Ended September 30,

Commodity sales 94.1 % 100.0 %

Other revenues 5.9 % — %

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

Gross Profit / (Loss)

Depreciation and amortization expenses (7.6) % — %

Stock-based expenses (202.1) % (0.9) %

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

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

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

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

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

Income tax expense (0.7) % — %

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

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

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

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

(5255.7) % 0.6 %

Gross Profit / (Loss)

Three Months Ended September 30, Variance

2025 2024 $ %

$’000 $’000 $’000

Three Months Ended March 31,

Commodity sales

Other revenues 17 — 17 NM

Cost of goods sold

1 unchanged sentence

NM= not meaningful

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

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

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

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

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

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

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

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

Our gross (loss) profit totaled nil for the three

months ended March 31, 2026, compared to $6.0 million profit for the three months ended March 31, 2025.

The $6.0 million decrease is primarily

attributed to a decrease in Commodity sales partially offset by a decrease in Cost of goods sold.

We generated Commodity sales of nil for the three

months ended March 31, 2026, compared to $132.2 million for the three months ended March 31, 2025.

This represented a decrease of $132.2

This decrease is due to Sadot Agri Foods being unable to enter into additional trades because of lack of working capital.

Cost of goods sold for the three months ended March

31, 2026, totaled nil compared to $126.2 million for the three months ended March 31, 2025.

The $126.2 million or 100.0% change is a direct

result of the decrease in sales.

Depreciation and Amortization Expenses

Three Months Ended September 30, Variance

2025 2024 $ %

$’000 $’000 $’000

Three Months Ended March 31,

Depreciation and amortization expenses

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

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

Depreciation and amortization expenses for the three

months ended March 31, 2026, totaled nil compared to $27.0 thousand, for the three months ended March 31, 2025.

The $27.0 thousand decrease

is attributed to Farm related assets being fully depreciated in 2024 and the loss of the corporate office lease and furniture in Burleson.

Stock-Based Expenses

Three Months Ended September 30, Variance

2025 2024 $ %

$’000 $’000 $’000

Three Months Ended March 31,

Stock-based expenses

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

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

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

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

Stock-based expenses for the three months ended March

31, 2026, totaled $0.4 million compared to $1.4 million for the three months ended March 31, 2025.

The decrease in Stock-based expenses

is primarily the result of the termination of the service agreement with Aggia entered in November 2025.

Sales, General and Administrative Expenses

Three Months Ended September 30, Variance

2025 2024 $ %

$’000 $’000 $’000

Three Months Ended March 31,

Sales, general and administrative expenses

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

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

Sales, general and administrative expenses for the

three months ended March 31, 2026, totaled $2.2 million compared to $3.1 million for the three months ended March 31, 2025.

The $1.0 million

decrease was primarily attributable to lower personnel-related costs resulting from a reduced staff count, as well as reduced operating

and consulting expenses due to Sadot Agri-Foods being unable to enter into additional trades because of limited working capital availability.

Other Income / (Expense)

Three Months Ended September 30, Variance

2025 2024 $ %

$’000 $’000 $’000

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

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

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

Three Months Ended September 30, 2025

Sadot food service Sadot agri-foods Corporate adj.

$’000 $’000 $’000 $’000

Commodity sales — 272 — 272

Other revenues — 17 — 17

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

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

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

Stock-based expenses — — (584) (584)

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

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

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

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

Income tax expense — — (2) (2)

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

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

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

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

Net loss attributable to Sadot Group Inc.

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

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

Three Months Ended September 30, 2024

Sadot food service Sadot agri-foods Corporate adj.

$’000 $’000 $’000 $’000

Commodity sales — 200,906 — 200,906

Cost of goods sold — (193,247) — (193,247)

Gross profit — 7,659 — 7,659

Depreciation and amortization expenses — (48) (1) (49)

Stock-based expenses — — (1,713) (1,713)

Sales, general and administrative expenses — (2,475) (949) (3,424)

Income / (loss) from operations — 5,136 (2,663) 2,473

Interest expense , net — (1,267) (445) (1,712)

Change in fair value of stock-based compensation — — 1,001 1,001

Income / (loss) for continuing operations before income tax — 3,869 (2,107) 1,762

Income tax expense — — (3) (3)

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

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

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

Net loss attributable to non-controlling interest — 69 — 69

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

(665) 3,938 (2,110) 1,163

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

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

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

Nine Months Ended September 30, Variance

2025 2024 $ %

$’000 $’000 $’000

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

Other revenues 69 — 69 NM

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

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

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

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

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

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

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

Change in fair value of stock-based compensation 778 2,691 (1,913) (71.1) %

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

Income / (Loss) Before Income Tax (14,168) 4,821 (18,989) (393.9) %

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

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

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

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

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

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

NM= not meaningful

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

Nine Months Ended September 30,

Commodity sales 100.0 % 100.0 %

Other revenues — % — %

Cost of goods sold (98.1) % (96.6) %

Gross profit 1.9 % 3.4 %

Depreciation and amortization expenses — % — %

Stock-based expenses (1.0) % (0.9) %

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

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

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

Change in fair value of accrued compensation 0.3 % 0.6 %

Loss on debt extinguishment (0.1) % — %

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

Income tax expense — % — %

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

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

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

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

(5.6) % 0.7 %

Gross Profit / (Loss)

Nine Months Ended September 30, Variance

2025 2024 $ %

$’000 $’000 $’000

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

Other revenues 69 — 69 NM

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

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

NM= not meaningful

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

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

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

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

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

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

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

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

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

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

Depreciation and Amortization Expenses

Nine Months Ended September 30, Variance

2025 2024 $ %

$’000 $’000 $’000

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

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

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

Stock-Based Expenses

Nine Months Ended September 30, Variance

2025 2024 $ %

$’000 $’000 $’000

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

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

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

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

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

Sales, General and Administrative Expenses

Nine Months Ended September 30, Variance

2025 2024 $ %

$’000 $’000 $’000

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

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

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

Total Other Income, Net

Nine Months Ended September 30, Variance

2025 2024 $ %

$’000 $’000 $’000

Three Months Ended March 31,

Total other income / (expense), net

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

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

Nine Months Ended September 30, 2025

Sadot food service Sadot agri-foods Corporate adj.

$’000 $’000 $’000 $’000

Commodity sales — 246,778 — 246,778

Other revenues — 69 — 69

Cost of goods sold — (242,189) — (242,189)

Gross profit — 4,658 — 4,658

Depreciation and amortization expenses — (73) (3) (76)

Stock-based expenses — — (2,431) (2,431)

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

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

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

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

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

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

Income tax expense — — (2) (2)

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

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

Net income / (loss) 14 (6,975) (7,195) (14,156)

Net loss attributable to non-controlling interest — 294 — 294

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

14 (6,681) (7,195) (13,862)

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

Nine Months Ended September 30, 2024

Sadot food service Sadot agri-foods Corporate adj.

$’000 $’000 $’000 $’000

Commodity sales — 480,706 — 480,706

Cost of goods sold — (464,448) — (464,448)

Gross profit — 16,258 — 16,258

Depreciation and amortization expenses — (230) (2) (232)

Stock-based expenses — — (4,430) (4,430)

Sales, general and administrative expenses — (4,052) (2,466) (6,518)

Income / (loss) from operations — 11,976 (6,898) 5,078

Interest expense , net — (1,451) (1,497) (2,948)

Change in fair value of stock-based compensation — — 2,691 2,691

Income / (loss) for continuing operations before income tax — 10,525 (5,704) 4,821

Income tax expense — — (9) (9)

Net income / (loss) for continuing operations — 10,525 (5,713) 4,812

Loss for discontinued operations, net of income tax (1,713) — — (1,713)

Net income / (loss) (1,713) 10,525 (5,713) 3,099

Net loss attributable to non-controlling interest — 169 — 169

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

(1,713) 10,694 (5,713) 3,268

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

for the three months ended March 31, 2026, totaled $2.3 million expense compared to $0.8 million expense for the three

months ended March 31, 2025.

The other income was primarily attributable to the recognition of impairment of assets of $0.1 million, loss

on litigation of $0.1 million, loss on debt extinguishment of $0.3 million, all of which were not present in the prior year, partially

offset by a $0.3 million increase in Interest expense, net and $0.8 million decrease in change in fair value of stock-based compensation

due to termination of agreement with Aggia.

Liquidity and Capital Resources

As of March 31, 2026, we had a working capital deficit

of $57.8 million (an increase of $3.0 million from $54.8 million at December 31, 2025) and cash of $0.68 million.

Current liabilities

significantly exceed current assets, driven primarily by $49.0 million in accounts payable and accrued expenses and $11.1 million in notes

payable (net of discount).

Substantially all of our outstanding debt obligations

matured on December 31, 2025 and remain unpaid, placing us in default.

These defaults, together with the working-capital deficit, raise

substantial doubt about our ability to continue as a going concern within one year after the date these financial statements are issued.

See Note 2 to the condensed consolidated financial statements for additional information.

On May 5, 2026, we received a notice from Nasdaq indicating

that we no longer satisfy the minimum shareholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1).

We intend to submit

a compliance plan within the required 45-day period and are evaluating strategic options to regain compliance.

Working Capital

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

September 30, 2025 December 31, 2024

Cash 581 1,786

We measure our liquidity in a number of ways, including

the following:

March 31, 2026

December 31, 2025

Accounts Receivable, net

Inventory 154 717

Other current assets (1)

12,864 126,966

Assets held for sale (2)

Total current assets

2 unchanged sentences

Other current liabilities (2)

Liabilities held for sale (4)

Total current liabilities

Working capital (3)

(1,471) 20,509

Current ratio (4)

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

(2) See Note 4 for additional information

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

(4) See Note 4 for additional information

(5) Working Capital is defined as Total current assets less Total current liabilities

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

(1) Consists of VAT, prepaid expenses, and current

notes receivable.

(2) Consists of Operating lease liability and other

current liabilities

(3) Working Capital is defined as Total current assets

less Total current liabilities

(4) Current ratio is defined as Total current assets

divided by Total current liabilities

Availability of Additional Funds

Our main financial objectives are to prudently manage financial risk, ensure access to liquidity and minimize cost of capital in order to efficiently finance our business and maintain balance sheet strength.

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

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

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

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

While the Company maintains a base of current assets, including inventories and receivables, the timing and certainty of converting these assets into cash has presented operational challenges and led the business to increase borrowing to cover collection delays.

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

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

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

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

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

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

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

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

Our main financial objectives are to prudently manage

financial risk, ensure access to liquidity and minimize cost of capital in order to efficiently finance our business and maintain balance

sheet strength.

We generally finance our ongoing operations with cash flows generated from operations, borrowings under various credit

facilities and term loans.

At March 31, 2026, current ratio, which equals Total

current assets divided by Total current liabilities, was 0.04, a decrease of 0.01, compared to current ratio of 0.05 at December 31, 2025.

At March 31, 2026, working capital (deficit), which equals Total current assets less Total current liabilities, was $(57.8) million, an

increase of $3.0 million, compared to working capital deficit of $(54.8) million at December 31, 2025.

The decrease in current ratio and

working capital was primarily due to an increase in accounts payable, a decrease in net accounts receivable due to large allowances, partially

offset by a decrease in other current asset and an increase in other current liabilities.

While the Company maintains a base of current assets,

including inventories and receivables, the timing and certainty of converting these assets into cash has presented operational challenges

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

During the three months ended March 31, 2026 the company increased

its net borrowing by $0.9 million.

The Company is currently experiencing delays in converting

receivables into cash, which has impacted the timing of available liquidity.

Management continues to actively manage collections, review

credit facilities, and negotiate repayment arrangements with certain creditors to support liquidity requirements.

The Company is required to obtain additional financing—whether

through borrowings, private placements, public offerings, or strategic transactions such as mergers or asset sales.

There can be no assurance

that such efforts will be successful.

Failure to obtain adequate funding could require us to sell one or more business lines or assets,

enter into a business combination, or reduce or cease operations.

Any such transactions, to the extent available, could result in significant

dilution to existing shareholders or the loss of their investment in our Company.

We will need to raise additional capital.

Such additional capital may not be available nor may the terms of such capital be generally acceptable.

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.

Such additional

capital may not be available nor may the terms of such capital be generally acceptable.

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

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.

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.

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

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

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

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

Accordingly, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued.

The accompanying unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

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

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

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

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

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

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

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

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

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

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

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

Any failure to raise additional

funds on favorable terms could have a material adverse effect on our liquidity and financial condition.

Management has performed a going concern assessment

covering a period of twelve months from the issuance date of these condensed consolidated financial statements.

While there is no assurance

that existing borrowings and the equity line of credit will provide sufficient funding to support operations for the full assessment period,

management believes it remains appropriate to prepare the financial statements on a going-concern basis.

Management believes the actions

described above, if successfully executed, will provide sufficient liquidity to meet obligations as they become due.

However, there can

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

Accordingly, substantial

doubt exists about the Company’s ability to continue as a going concern within one year after the date these financial statements

The accompanying unaudited condensed consolidated

financial statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the

amounts and classification of liabilities that might result from the outcome of this uncertainty.

Helena Purchase Agreement Impact on Liquidity

The September 23, 2025 Helena Purchase Agreement provides

potential access to up to $10 million but carries material cash obligations:

$100,000 liquidated damages per 30-day period if the $2 million

Threshold Amount is not met within six months of registration effectiveness, plus 2.0% monthly penalties for registration delays.

cash payments, combined with the Company’s negative working capital ($(6,982) thousand as of December 31, 2025 and debt maturities,

increase liquidity pressure.

The registration statement was initially filed but subsequently withdrawn.

The original filing deadline was

October 8, with the Form S-1 ultimately filed on November 14 and an effectiveness deadline of December 23.

As a result of not meeting

the required timelines, a penalty equal to 2% of the commitment amount was incurred, payable on the date of the triggering event and continuing

on a monthly basis thereafter.

As of March 31, 2026, the Company has accrued approximately $1.2 million related to these penalties, which

is included in accrued expenses.

Settlement Agreement Impact on Capital Resources

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

agreement with Aggia LLC FZ that requires a cash payment of $75,000 and the issuance of 1,050,000 shares of common stock.

has issued 257,000 shares to date, with the remaining 793,000 shares subject to shareholder approval under Nasdaq Rule 5635(d).

December 31, 2025, the Company has accrued a liability for the remaining 793,000 shares within accrued expenses.

The settlement also resulted

in the cancellation of outstanding promissory notes previously issued to Aggia.

From a liquidity perspective, the settlement required

a modest cash outflow of $75,000, with no additional contractual cash obligations, and therefore does not represent a significant ongoing

use of cash resources.

However, the settlement impacts capital resources by reducing outstanding debt obligations through the cancellation

of the promissory notes and increasing reliance on equity-based financing.

The issuance of the remaining shares will result in dilution

to existing shareholders and may impact the Company’s ability to raise additional equity capital.

Subsequent to March 31, 2026,

the Company received shareholder approval for the issuance of the remaining 793,000 shares, satisfying the approval requirement under

Nasdaq Rule 5635(d).

Sources and Uses of Cash for the Three Months Ended

March 31, 2026 and 2025

For the three months ended March 31, 2026, Net cash

used in operating activities from continuing operation was $0.8 million compared to $3.0 million provided by operating activities for

the three months ended March 31, 2025.

Net cash used in operating activities from discontinued operations was nil and Net cash provided

by operating activities from discontinued operations was $8.0 thousand, respectively, for the three months ended March 31, 2026 and 2025.

Our Net cash used for the three months ended March 31, 2026, was primarily attributable to our Net loss of $4.9 million, adjusted for

net non-cash income in the aggregate amount of $0.8 million and $3.3 million of Net cash used by changes in the levels of operating assets

and liabilities.

Our Net cash provided for the three months ended March 31, 2025, was primarily attributable to our Net income of $0.8

million, adjusted for net non-cash income in the aggregate amount of $19.8 million and $23.6 million of Net cash used in changes in the

levels of operating assets and liabilities.

For the three months ended March 31, 2026 and 2025,

Net cash used in investing activities was nil.

Net cash provided by investing activities from discontinued operations for the three months

ended March 31, 2026 and 2025 was nil and $1.0 million.

For the three months ended March 31, 2026, Net cash

provided by financing activities from continuing operations was $0.8 million, consisting of proceeds from notes payable of $1.0 million,

partially offset by repayments of various other notes payable of $0.2 million.

Net cash used in financing activities from discontinued

operations was nil and $20.0 thousand, respectively, for the three months ended March 31, 2026 and 2025.

For the three months ended March

31, 2025, Net cash used in financing activities was $3.1 million, consisting of repayments of various other notes payable of $1.5 million

partially offset by $4.6 million of proceeds from notes payable.

Critical Accounting Policies and Estimates

Our accounting policies are more fully described in Note 3 – Significant accounting policies to our consolidated financial statements included as part of this Annual Report on Form 10-K.

As disclosed in Note 3, the preparation of financial statements in conformity with U.S.

GAAP requires management to make substantial judgment or estimation in their application that may significantly affect reported amounts in the consolidated financial statements and accompanying notes.

Actual results could differ significantly from those estimates.

We believe the following discussion addresses our most critical accounting policies, which are those that are most important to the portrayal of our financial condition and results of operations and require management's most difficult, subjective and complex judgments.

We prepare our financial statements in accordance

with accounting principles generally accepted in the United States of America.

The preparation of the condensed consolidated financial

statements in accordance with U.S.

GAAP requires management to apply estimates, judgments and assumptions that affect the amounts reported

in the financial statements and accompanying notes.

Estimates that involve a higher degree of judgment include, among others, the determination

of allowance on accounts receivable, assessment of impairment of assets, and provisions related to legal proceedings.

Management evaluates

these estimates on an ongoing basis and updates them as circumstances evolve.

Actual results could differ from those estimates, and such

differences may be material.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (Topic 280).

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

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

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

Early adoption is permitted.

The adoption of this guidance on December 31, 2024 did not have a material impact on the Company's Consolidated Financial Statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, which focuses on income tax disclosures by requiring public business entities, on an annual basis, to disclose specific categories in the rate reconciliation, provide information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid.

In December 2023, the FASB issued ASU 2023-09, which

focuses on income tax disclosures by requiring public business entities, on an annual basis, to disclose specific categories in the rate

reconciliation, provide information for reconciling items that meet a quantitative threshold, and certain information about income taxes

The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The amendments should be applied on a prospective basis.

The amendments should

be applied on a prospective basis.

Retrospective application is permitted.

The adoption of this guidance on December 31, 2024 did not have a material impact on the Company's Consolidated Financial Statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) ("ASU 2024-03").

The standard is intended to enhance transparency of income statement disclosures, primarily through additional disaggregation of relevant expense captions.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027.

Entities can adopt the change prospectively or retrospectively to any or all prior periods presented in the financial statements.

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

The adoption of this guidance on January 1, 2025 did not have

a material impact on its condensed consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income

Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”).

The standard is intended to enhance transparency of income statement disclosures, primarily through additional disaggregation of relevant

expense captions.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal

years beginning after December 15, 2027.

Entities can adopt the change prospectively or retrospectively to any or all prior periods presented

in the financial statements.

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

In September 2025, the FASB issued ASU No.

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

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

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

Derivatives and Hedging and Revenue from Contracts with Customers - Derivatives Scope Refinements and Scope Clarification for Share-Based

Noncash Consideration from a Customer in a Revenue Contract (“ASC 2025-07”) which applies to all entities that enter into

non-exchange-traded contracts with underlyings based on operations or activities specific to one of the parties to the contract.

guidance excludes from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities

specific to one of the parties to the contract.

ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026,

and interim reporting periods within those annual reporting periods.

Early adoption is permitted.

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

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

The farming industry in general historically experiences seasonal fluctuations in revenues and net income.

Typically, the Company has lower sales and net income during the non-harvest seasons and higher sales and net income during the harvest season and as such, must have sufficient working capital to fund its operations at a reduced level.

The failure to generate or obtain sufficient working capital during the winter may have a material adverse effect on the Company.

The Company is currently evaluating

the impact of the standard on its condensed consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim

Reporting (Topic 270):

Improvements to Interim Disclosure Requirements.

The amendments are intended to enhance interim disclosures through

a more principles-based framework.

The standard is effective for fiscal years beginning after December 15, 2026, including interim periods

within those fiscal years.

The Company has not adopted this guidance as of March 31, 2026 and is currently evaluating the impact of this

guidance on its condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification

Improvements, which includes various targeted amendments to the Accounting Standards Codification.

The effective dates vary by amendment.

The Company has not adopted this guidance as of March 31, 2026 and does not expect it to have a material impact on its condensed consolidated

financial statements and related disclosures.

There is a degree of seasonality in the growing cycles,

procurement and transportation of crops.

The farming industry historically experiences seasonal fluctuations in revenues and net income.

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

season and as such, must have sufficient working capital to fund its operations at a reduced level.

Failure to generate or obtain sufficient

working capital during the winter may have a material adverse effect on the Company.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Quantitative and Qualitative Disclosures About Market Risk

We have no off-balance sheet arrangements that have

or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses,

results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Quantitative and Qualitative Disclosures

About Market Risk

Not applicable.

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis