What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 1717 added, 1361 removed, 359 unchanged (90% of the section changed)

2 unchanged sentences

Condensed Consolidated Balance Sheets

March 31, 2026

June 30, 2026

December 31, 2025

Current assets:

Cash (includes $ 0.27 million of restricted cash as of March 31, 2026 and December 31, 2025)

Accounts receivable, net of allowance for doubtful accounts of $ 28.1 million and $ 27.8 million as of March 31, 2026 and December 31, 2025, respectively

Cash (includes $ 0 and $ 0.27 million of restricted cash as of June 30, 2026 and December 31, 2025)

Accounts receivable, net of allowance for doubtful accounts of $ 2.4 million and $ 27.8 million as of June 30, 2026 and December 31, 2025, respectively

Other current assets

Total current assets

Property and equipment, net

Right to use assets

Property and equipment, net

Intangible assets, net

Purchase Option - Membership Interest

Other non-current assets

2 unchanged sentences

Accounts payable and accrued expenses

Notes payable, current, net of discount of $ 1.0 million and $ 0.1 million as of March 31, 2026 and December 31, 2025, respectively

Notes payable, net of discount of $ 0.08 million and $ 0.1 million as of June 30, 2026 and as of December 31, 2025, respectively

Other current liabilities

Total current liabilities

Notes payable, non-current, net of discount of $ 1.0 million and $ 0 million as of June 30, 2026 and as of December 31, 2025, respectively

Other non-current liabilities

Total liabilities

Contingencies and Commitments

Commitments and Contingencies

Shareholders’ (deficit):

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized, 10,000 and 0 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively

Common stock, $ 0.0001 par value, 2,000,000 shares authorized, 1,814,167 and 1,549,080 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Receivable from issuance of preferred stock

Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized:

Series A Preferred stock, $ 0.0001 par value, 10,000 shares authorized, 10,000 and 0 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively

Series B Preferred stock, $ 0.0001 par value, 10,000 shares authorized, 1,000 and 0 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively

Common stock, $ 0.0001 par value, 12,500,000 shares authorized, 977,260 and 75,385 shares issued and outstanding as of June 30, 2026, and December 31, 2025, respectively

Additional paid-in capital

9 unchanged sentences

Sadot Group Inc.

Condensed Consolidated Statement of Operations

and Other Comprehensive (Loss) / Income

Three Months Ended March 31,

Condensed Consolidated Statement of Operations and

Other Comprehensive Income / (Loss)

Three Months Ended June 30,

Six Months Ended June 30,

Commodity sales

Other revenues

Cost of goods sold

Gross profit / (loss)

Operating Costs and Expenses:

Depreciation and amortization expenses

1 unchanged sentence

Sales, general and administrative expenses

(Loss) / Income from operations

Income (loss) from continuing operations

Interest expense, net

Change in fair value of stock-based compensation

Loss on abandonment of lease

Loss on impairment

Loss on litigation

Loss on debt extinguishment

(Loss) / Income for continuing operations before income tax

Income tax expense

Net (Loss) / Income for continuing operations

Gain on Deconsolidation

Income / (loss) on debt extinguishment

Income (loss) from continuing operations before income tax

Income tax (expense) benefit

Net income (loss) from continuing operations

Discontinued Operations:

(Loss) / Income for discontinued operations, net of income tax

Net (Loss) / Income for discontinued operations

Net (Loss) / Income

Net loss attributable to non-controlling interest

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

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

Net (loss) / income from discontinued operations per share:

Weighted-average number of common shares outstanding:

See Accompanying Notes to the Condensed Consolidated

Financial Statements (Unaudited)

Sadot Group Inc.

Condensed Consolidated Statement of Operations

and Other Comprehensive (Loss) / Income

(Unaudited) (Continued)

Three Months Ended March 31,

Net (Loss) / Income

Other comprehensive (Loss) / Income

Income (loss) from discontinued operations, net of income taxes

Net income (loss) from discontinued operations

Net income (loss)

Net income (loss) attributable to non-controlling interest

Net income (loss) attributable to Sadot Group Inc.

Foreign exchange translation adjustment

Unrealized loss

Total other comprehensive loss

Total comprehensive (Loss) / Income

Comprehensive loss attributable to non-controlling interest

Total comprehensive (Loss) / Income attributable to Sadot Group Inc.

Unrealized gain / (loss)

Unrealized gain / (loss), net of income tax

Total other comprehensive income / (loss)

Total comprehensive income (loss)

Comprehensive income (loss) attributable to non-controlling interest

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

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

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

Weighted-average number of common shares outstanding:

See Accompanying Notes to the Condensed Consolidated

1 unchanged sentence

Sadot Group Inc.

Condensed Consolidated Statement of Changes in

Shareholders’ Equity/(Deficit)

Preferred Stock

Receivable from Preferred Stock

Accumulated Other Comprehensive (Loss) /

Non-controlling

Balance at December 31, 2025

Condensed Consolidated Statement of Changes in Shareholders’

Equity/(Deficit)

Comprehensive

Series A Preferred Stock

Series B Preferred Stock

Balance as of December 31, 2025

Common stock issued in connection with debt financing

Issuance of Preferred Stock, cash receivable

Issuance of Series A Preferred Stock, cash receivable

Stock based compensation - vesting of options and restricted stock awards

Foreign exchange translation adjustment

Balance at March 31, 2026

See Accompanying Notes to the Condensed Consolidated

Financial Statements (Unaudited)

Additional Paid-in Capital

Accumulated Deficit

Accumulated Other Comprehensive Income /

Non-controlling

Balance at December 31, 2024

Net income / (loss)

Balance as of March 31, 2026

Common stock issued as compensation to board of directors

Conversion of convertible notes payable

Stock based compensation - vesting of options and restricted stock awards

Acquisition of Anira and issuance of Series B Preferred Stock

Option Agreement

Receivable from Preferred Stock

Foreign exchange translation adjustment

Net income / (loss)

Balance as of June 30, 2026

Comprehensive

Preferred Stock

Balance as of December 31, 2024

Common stock issued as compensation for services

3 unchanged sentences

Net income / (loss)

Balance at March 31, 2025

Balance as of March 31, 2025

Common stock issued as compensation for services

Stock-based compensation - vesting of options and restricted stock awards

Conversion of convertible loan

Foreign exchange translation adjustment

Unrealized gain

Net income / (loss)

Balance as of June 30, 2025

See Accompanying Notes to the Condensed Consolidated

2 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

For the Six Months Ended June 30,

Cash Flows from Operating Activities

Net Income / (loss)

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

Depreciation and amortization

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

Depreciation and amortization expenses

Amortization of debt discount

Stock-based expenses

Gain / (loss) on fair value remeasurement

Impairment of fixed assets

Accretion of note discount

Gain on Deconsolidation of subsidiary

Change in fair value of stock-based compensation

Bad debt expense

Impairment of fixed assets

Loss of debt extinguishment

Write-off of unamortized debt discount on conversion

Notes payable capitalized interest

Changes in operating assets and liabilities:

Accounts receivable, net

Notes receivable

Other current assets

5 unchanged sentences

Deferred revenue

Total adjustments

Net cash provided by / (used in) operating activities

Net cash used in operating activities - discontinued operations

Net cash (used in) / provided by operating activities

Net cash (used in) / provided by operating activities - discontinued operations

Cash Flows from Investing Activities

Net cash provided by (used in) investing activities

Net cash provided by investing activities - discontinued operations

Deconsolidation of subsidiary

Net cash (used in) / provided by investing activities

Net cash (used in) / provided by investing activities - discontinued operations

Cash Flows from Financing Activities

Proceeds from notes payable

Repayments of notes payable

Net cash provided by / (used in) financing activities

Proceeds from issuance of Series A Preferred Stock

Payment of debt issuance costs

Repayments of notes payables

Net cash provided by financing activities

Net cash used in financing activities - discontinued operations

Foreign exchange effect on cash and restricted cash

Net Increase (Decrease) in Cash

Cash – beginning of period (includes $0.27 million of restricted cash as of March 31, 2026 and 2025)

Cash – end of period (includes $0.27 million of restricted cash as of March 31, 2026 and 2025)

See Accompanying Notes to the Condensed Consolidated

Financial Statements (Unaudited) Sadot Group Inc.

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Foreign exchange translation adjustment

Net (decrease) increase in cash, cash equivalents, and restricted cash

Cash – beginning of period

Cash – end of period

Supplemental Disclosures of Cash Flow Information:

Cash paid for interest

Shares issued for OID

Note Payable OID

Supplemental Disclosures of Non-Cash Investing and Financing Activities

Conversion of notes payable into common stock

Conversion of stock

Issuance of promissory note for acquisition of Anira TradeOS

Issuance of common stock for purchase option, Anat Attia

Issuance of Series B preferred stock and common stock for acquisition of Anira TradeOS

See Accompanying Notes to the Condensed Consolidated

Financial Statements (Unaudited)

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

Organization and Nature of Operations

Business Organization and Nature of Operations

Sadot Group Inc.

(“Sadot Group” or “SGI”

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

late 2022, SGI was planning to transform from a U.S.-centric restaurant business into a global organization focused on the Agri-food commodity

supply chain.

(“Sadot Group” or “SGI” or together

with its subsidiaries, the “Company”), a Nevada corporation was incorporated in Nevada on October 25, 2019.

In late 2022,

SGI was planning to transform from a U.S.-centric restaurant business into a global organization focused on the Agri-food commodity supply

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

2 unchanged sentences

United Arab Emirates and Zambia.

Effective December 4, 2025, the Company completed the sale of substantially all assets of its Sadot Food

Services segment due to the discontinued operations and sale of its remaining food service group to Marv Brands on December 4, 2025.

Effective December 4, 2025, the Company completed the sale of substantially all of the assets of its

Sadot Food Services segment to MARV Brands.

The results of the Sadot Food Services segment were presented as discontinued operations in

prior periods but are no longer presented as discontinued operations in the current period.

Effective June 26, 2026, the Company completed

the sale of one hundred percent (100%) of the membership interests of Sadot Latam LLC and ceased to consolidate that entity from and after

Please see Note 6 - Disposition and Deconsolidation of Sadot Latam LLC for further details.

Additionally, during June and July

2026, the Company acquired intellectual property and related technology assets.

These transactions are part of the Company’s ongoing

strategic transformation toward an AI-powered technology-enabled business serving the global commodities industry.

Sadot LLC (“Sadot Agri-Foods”):

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 global markets.

Sadot Agri-Foods competes with the ABCD

commodity companies (ADM, Bunge, Cargill and Louis Dreyfus) as well as various regional organizations.

During 2025, the Company undertook

a series of actions to streamline its operations, including the closure of certain offices in Korea, Canada and Brazil, and the divestiture

of its food services activity to MARV Brands on December 4, 2025.

Sadot Agri-Foods also operates, through a majority-owned

subsidiary, a roughly 5,000 acre farm in Zambia focused on commodities such as wheat, soy and corn, alongside high-value tree crops such

as avocado and mango.

During the fourth quarter of 2025, the Company experienced significant legal and regulatory challenges related to

this operation, including an adverse judgment in local courts resulting in the loss of its interest in the Zambia farm.

The Company has

appealed this judgment and is seeking recovery of approximately $3.5 million.

The appeals process is ongoing and is expected to be resolved

within approximately 12 months;

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 global markets.

Sadot Agri-Foods competes with the ABCD commodity companies (ADM,

Bunge, Cargill and Louis Dreyfus) as well as various regional organizations.

During 2025, the Company undertook a series of actions to

streamline its operations, including the closure of certain offices in Korea, Canada and Brazil, and the divestiture of its food services

activity to MARV Brands on December 4, 2025.

During the period ended June 30, 2026, the Company further reduced the scope of its agri-commodity

activities through the sale of Sadot Latam LLC.

Sadot Agri-Foods had operated, through a majority-owned subsidiary, a roughly

5,000 acre farm in Zambia focused on commodities such as wheat, soy and corn, alongside high-value tree crops such as avocado and mango.

During the fourth quarter of 2025, the Company experienced significant legal and regulatory challenges related to this operation, including

an adverse judgment in local courts resulting in the loss of its interest in the Zambia farm.

The Company has appealed this judgment and

is seeking recovery of approximately $3.5 million.

The appeals process is ongoing and is expected to be resolved within approximately

however, there can be no assurance as to the outcome.

The Company continues to evaluate its agri-food operations

and broader supply chain opportunities, while also assessing alternative business strategies and sectors that may be more conducive to

long-term shareholder value creation.

Sadot Restaurant Group, LLC (“Sadot Food Services”):

Sadot Food Services previously held three concepts, including two fast casual restaurant brands, Pokémoto and Muscle Maker Grill,

as well as a subscription-based fresh prepared meal concept, SuperFit Foods.

SuperFit Foods was sold in August 2024.

Throughout 2024,

the Company sold, converted to franchise locations, or closed its remaining corporate-owned restaurants.

As a result, by the end of 2024,

the Company primarily operated as a franchisor for the Pokémoto and Muscle Maker Grill brands.

In prior periods, the Sadot Food Services operating

segment met the criteria to be classified as held for sale and was presented as discontinued operations.

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 Pokémoto and Muscle Maker Grill franchise businesses (the “Business”)

to MARV Brands of America LLC and MARV Brands Inc.

(collectively, the “Buyers”), pursuant to an Asset Purchase Agreement dated

December 4, 2025.

The assets sold included franchise agreements, intellectual property (including trademarks, recipes, operations manuals

and brand standards), marketing funds, gift card balances and other related assets.

The subsidiaries comprising the Sadot Food Services

segment were not sold.

As a result of the transaction, the Company has exited

its restaurant and franchise operations.

The results of the Sadot Food Services segment continue to be presented as discontinued operations

for all periods presented.

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

Sadot Group, Inc.

In connection with the sale of Sadot Latam LLC, the Company conveyed

to the purchaser fifty percent (50%) of any net collection amount from the Zambia receivable.

Please see Note 19 – Commitments and

contingencies for further details.

The Company continues to evaluate its agri-food operations and broader

supply chain opportunities, while also assessing alternative business strategies and sectors that may be more conducive to long-term shareholder

value creation.

In prior periods, the Sadot Restaurant Group, LLC (“Sadot Food Services”)

operating segment met the criteria to be classified as held for sale and was presented in discontinued operations.

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 Pokémoto and Muscle Maker Grill franchise

businesses (the “Business”) to MARV Brands of America LLC and MARV Brands Inc.

(collectively, the “Buyers”), pursuant

to an Asset Purchase Agreement dated December 4, 2025.

The assets sold included franchise agreements, intellectual property (including

trademarks, recipes, operations manuals and brand standards), marketing funds, gift card balances and other related assets.

The subsidiaries

remain as inactive shell entities with no ongoing operations and are not material to the consolidated financial statements.

to the Condensed Consolidated Financial Statements (Unaudited)

As a result of the transaction, the Company has exited its restaurant and

franchise operations.

The results of the Sadot Food Services segment continue to be presented as discontinued operations for all periods

The Company will no longer present discontinued operations for this segment in future periods.

Please see Note 4 – Assets

Held For Sale and Note 5 – Discontinued Operations for further details.

Reverse Stock Split

On September 9, 2025, the Company filed a Certificate of Change Pursuant to

NRS 78.209 with the Nevada Secretary of State to effect a reverse stock split of the Company’s common stock at a ratio of one-for-ten

(the “Reverse Stock Split”), which became effective 12:01 am eastern on September 15, 2025.

The company did so to regain compliance

with Nasdaq listing requirements.

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.

All share and per share amounts included in these condensed consolidated financial

statements have been adjusted to reflect the Reverse Stock Split.

The Company has effected two reverse stock splits of its issued and outstanding

common stock, a one-for-ten reverse stock split that became effective on September 15, 2025 (the “September 2025 Reverse Stock Split”),

and a one-for-twenty reverse stock split effected on May 27, 2026 (the “May 2026 Reverse Stock Split”), referred to collectively

herein as the “Reverse Stock Splits.”

September 2025

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 “September 2025 Reverse Stock Split”), which became effective 12:01 am eastern on September 15, 2025.

The company did

so to regain compliance with Nasdaq listing requirements.

As a result of the September 2025 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.

shareholders who would have otherwise received fractional shares as a result of the September 2025 Reverse Stock Split received cash in

lieu of any fractional share interests.

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

All share and per share

amounts included in these condensed consolidated financial statements have been adjusted to reflect the September 2025 Reverse Stock Split.

On May 21, 2026, the Board of Directors of Sadot Group Inc.

one-for-twenty (1-for-20) reverse stock split of the Company’s issued and outstanding common stock (the “May 2026 Reverse

Stock Split”).

The May 2026 Reverse Stock Split was effected primarily to increase the per-share trading price of the common stock

in order to regain and maintain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market

under Nasdaq Listing Rule 5550(a)(2).

As a result of the May 2026 Reverse Stock Split, every twenty shares of

common stock issued and outstanding on the effective date were automatically combined into one share of common stock.

The May 2026 Reverse

Stock Split affected all stockholders uniformly and did not alter any stockholders’ percentage ownership interest, except for immaterial

changes resulting from the treatment of fractional shares.

No fractional shares were issued in connection with the May 2026 Reverse Stock

stockholders who would otherwise have been entitled to a fractional share instead received a cash payment in lieu thereof.

number of authorized shares of common stock was reduced proportionately from 250,000,000 shares to 12,500,000 shares, and the par value

per share remained unchanged at $0.0001.

The Reverse Stock Splits did not affect the Company’s authorized or issued preferred shares.

All share and per-share amounts presented in the accompanying condensed

consolidated financial statements and related notes, including the number of shares of common stock issued and outstanding, weighted-average

shares outstanding, net loss per share, and shares underlying outstanding stock options, warrants, and other equity awards, have been

retroactively adjusted to reflect the Reverse Stock Split for all periods presented.

The exercise prices and the number of shares issuable

under the Company’s outstanding stock options, warrants, and equity incentive plans were proportionately adjusted in accordance

with their respective terms to reflect the Reverse Stock Splits.

to the Condensed Consolidated Financial Statements (Unaudited)

Closed Offices

During the fourth quarter of 2025, the Company began

shutting down non-cashflow-generating offices, namely its offices in Brazil and Canada, which had supported its agri-food sourcing and

trading operations.

Operations at both locations have ceased.

The Company is in the process of winding down the related legal entities,

which is expected to continue through 2026.

During the fourth quarter of 2025, the Company began shutting down non-cash-flow-generating

offices, namely its offices in Korea, Brazil and Canada, which had supported its agri-food sourcing and trading operations.

at all such locations have ceased.

The Company is in the process of winding down the related legal entities, which is expected to continue

through 2026.

Liquidity, Going Concern, and Management Plans

The accompanying Unaudited Condensed Consolidated Financial Statements

have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction

of liabilities in the normal course of business.

The Company’s primary source of liquidity is cash on hand, working

capital and borrowings.

As of June 30, 2026, the Company had a working capital deficit (defined as total current assets less total current

liabilities) of $ 13.6 million, representing an increase of $41.2 million compared to working capital deficit of $ 54.8 million as of December

This working capital deficit reflects that the Company’s current liabilities exceed its current assets.

The Company believes

that its existing cash on hand and expected future cash flows will be insufficient to fund its operations and meet its repayment obligations

over the next 12 months.

Accordingly, the Company intends to seek additional capital, including through potential public market financings.

Subsequent to quarter-end, on July 16, 2026, the Company entered into a securities purchase agreement providing for the issuance of up

to $100.0 million of senior secured convertible notes, of which $4.0 million in principal amount was issued at the initial closing, and

an equity purchase facility agreement providing for sales of up to $100.0 million of newly issued shares of common stock, in each case

subject to the conditions and limitations described in Note 22 – Subsequent Events.

The Company’s current assets have historically consisted primarily

of accounts receivable.

Substantially all accounts receivable are fully reserved through an allowance for credit losses, and the accounts

receivable of Sadot Latam LLC were derecognized on June 26, 2026 in connection with the deconsolidation of that entity.

The Company’s

ability to continue as a going concern is dependent upon its ability to raise additional capital, which is necessary to fund its working

capital requirements and ultimately achieve profitable operations.

In addition, most of the Company’s outstanding debt obligations matured

on December 31, 2025 and remained in default as of June 30, 2026.

During the six months ended June 30, 2026, certain notes that had been

extended through June 4, 2026 were settled through the issuance of common stock during April and May 2026.

Subsequent to June 30, 2026,

the Company settled additional defaulted notes through the issuance of common stock.

These maturities and defaults continue to contribute

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

see Note 14 – Notes Payable for further details regarding outstanding debt obligations and default status.

On June 26, 2026, the Company completed the sale of one hundred percent

(100%) of the membership interests of Sadot Latam LLC and ceased to consolidate that entity.

While the deconsolidation reduced the Company’s

recorded liabilities, it did not generate meaningful cash proceeds, and the Company remains dependent upon raising additional capital

to fund its working capital requirements.

Cash consideration received at closing was $ 1,000 .

Additionally, cash of $ 271,933 held by Sadot

Latam LLC became the property of the buyers upon the transfer of the membership interest and ceased to be included in the Company’s

consolidated cash balances as a result of the deconsolidation.

Please see Note 6 – Disposition and Deconsolidation of Sadot Latam

LLC for further details.

As of the disposition date, Sadot Latam had no accrued payroll, accrued employee benefit balances, or other employee-related

liabilities and no employee transfers, severance, retention, or transaction bonuses, or other employee benefit obligations arose from

the disposition.

to the Condensed Consolidated Financial Statements (Unaudited)

Management performed a going concern assessment for a period of twelve

months from the date of approval of these Unaudited Condensed Consolidated Financial Statements to assess whether conditions exist that

raise substantial doubt regarding the Company’s ability to continue as a going concern.

While there is no assurance that the borrowings will provide us with funding

for a time period that allows us to continue operations and other strategic alternatives, management believes it remains appropriate to

prepare our financial statements on a going concern basis.

Management believes that if the Company is successful in raising additional

capital through public market financings or other strategic alternatives, there will be sufficient liquidity to meet obligations as they

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

Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern within one year after

the date the financial statements have been issued.

The accompanying Unaudited Condensed Consolidated Financial Statements

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

of liabilities that might result from the outcome of this uncertainty.

If the Company does not raise sufficient capital in a timely manner,

among other things, the Company may be forced to scale back further or cease its operations altogether.

Working Capital

We measure our liquidity in a number of ways, including

the following:

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

Schedule of We measure our liquidity in a number

March 31, 2026

June 30, 2026

December 31, 2025

Cash (includes $0.27 million of restricted cash as of March 31, 2026 and December 31, 2025)

Cash (includes $0.00 million and $0.27 million of restricted cash as of June 30, 2026 and December 31, 2025, respectively)

Accounts Receivable, net

7 unchanged sentences

Current ratio (4)

(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

Going Concern, and Management Plans

The accompanying Unaudited Condensed Consolidated

Financial Statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets

and the satisfaction of liabilities in the normal course of business.

Sadot Group, Inc.

(1) See Note 9 - Other Current Assets.

(2) Consists of operating lease liabilities.

(3) Working Capital is defined as Total current assets less Total current

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

to the Condensed Consolidated Financial Statements (Unaudited)

The Company’s primary source of liquidity is

cash on hand, working capital and borrowings.

At March 31, 2026, the Company had a working capital deficit (defined as total current assets

less total current liabilities) of $ 57.8 million, representing a increase of $3.0 million compared to working capital deficit of $ 54.8

million at December 31, 2025.

This working capital deficit reflects that the Company’s current liabilities exceed its current assets.

The Company believes that its existing cash on hand, accounts receivable (a significant portion of which remains uncollected), and expected

future cash flows from its commodity trading will be insufficient to fund its operations and meet its repayment obligations over the next

Accordingly, the Company intends to seek additional capital, including through potential public market financings.

The Company’s current assets have historically

consisted primarily of accounts receivable.

Although substantially all accounts receivable are fully reserved through an allowance for

credit losses, delays in converting these assets to cash have contributed to working capital constraints.

The Company’s ability

to continue as a going concern is dependent upon its ability to raise additional capital, not which is necessary to fund its working capital

requirements and ultimately achieve profitable operations.

In addition, most of the Company’s outstanding

debt obligations matured on December 31, 2025 and are currently in default, which will require repayment or refinancing.

However, a few

were extended until June 4, 2026 and the rest remain in default.

These upcoming maturities further contribute to the Company’s liquidity

requirements and increase uncertainty regarding its ability to meet obligations as they become due.

Management performed a going concern assessment for

a period of twelve months from the date of approval of these Unaudited Condensed Consolidated Financial Statements to assess whether conditions

exist that raise substantial doubt regarding the Company’s ability to continue as a going concern.

While there is no assurance that the borrowings will

provide us with funding for a time period that allows us to continue operations and other strategic alternatives, management believes

it remains appropriate to prepare our financial statements on a going concern basis.

Management believes the above actions, if successfully

executed, will provide sufficient liquidity to meet obligations as they become due.

However, there can be no assurance that such plans

will be realized or that additional financing will be available on acceptable terms.

Accordingly, there is substantial doubt about the

Company’s ability to continue as a going concern within one year after the date the financial statements have been issued.

The accompanying Unaudited Condensed Consolidated

Financial Statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the

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

If the Company does not raise sufficient

capital in a timely manner, among other things, the Company may be forced to scale back further or cease its operations altogether.

Accounting Policies

Significant Accounting Policies

Basis of Presentation

The accompanying Unaudited Condensed Consolidated

Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

for interim financial information.

The accompanying Unaudited Condensed Consolidated Financial Statements

have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for

interim financial information.

Accordingly, they do not include all of the information and disclosures required by accounting principles

2 unchanged sentences

all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the Unaudited Condensed

Consolidated Financial Statements of the Company as of March 31, 2026, and for the three months ended March 31, 2026, and 2025.

results of operations for the three months ended March 31, 2026, and 2025 are not necessarily indicative of the operating results for

the full year.

Consolidated Financial Statements of the Company as of June 30, 2026, and for the three and six months ended June 30, 2026, and 2025.

The results of operations for the three and six months ended June 30, 2026, and 2025 are not necessarily indicative of the operating results

for the full year.

It is suggested that these Unaudited Condensed Consolidated Financial Statements be read in conjunction with the financial

2 unchanged sentences

The Balance Sheet as of December 31, 2025, has been derived from the Company’s audited Financial Statements.

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

Principles of Consolidation

The accompanying Unaudited Condensed Consolidated

Financial Statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiary.

Any intercompany

transactions and balances have been eliminated in consolidation.

The accompanying Unaudited Condensed Consolidated Financial Statements

include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiary.

Any intercompany transactions and

balances have been eliminated in consolidation.

Effective June 26, 2026, the Company ceased to consolidate Sadot Latam LLC as a result

of the sale of one hundred percent (100%) of the membership interests of that entity.

The results of operations of Sadot Latam LLC are

included in continuing operations in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive

Income / (Loss) through June 26, 2026, within Commodity sales, Cost of goods sold and the related operating cost and expense captions.

The gain of $42.4 million recognized on the disposition is presented separately within continuing operations on the Gain on Deconsolidation

Please see Note 6 – Disposition and Deconsolidation of Sadot Latam LLC for further details.

Deconsolidation

The Company deconsolidates a subsidiary when it ceases to have a controlling

financial interest in that subsidiary.

Upon deconsolidation, the Company derecognizes the assets and liabilities of the former subsidiary

at their carrying amounts as of the date control is lost, and recognizes a gain or loss measured as the difference between (i) the aggregate

of the fair value of any consideration received, the fair value of any retained investment in the former subsidiary and the carrying amount

of any non-controlling interest in the former subsidiary, and (ii) the carrying amount of the former subsidiary’s assets and liabilities.

Any resulting gain or loss is recognized in the Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income

/ (Loss) in the period in which control is lost.

In determining the assets and liabilities to be derecognized, the Company evaluates whether

it has retained any obligation in respect of the former subsidiary, including through indemnification, guarantee or other contractual

undertaking, and continues to recognize a liability for any such retained obligation to the extent required under ASC 450, Contingencies,

and ASC 460, Guarantees.

Consideration that is contingent upon future events is measured at fair value at the date control is lost, and

is subsequently remeasured through earnings.

Use of Estimates

The preparation of financial statements in conformity

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures

of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting

Management bases its estimates on historical experience

and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making

judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

Significant estimates include,

but are not limited to:

assessment of recoverability of long-lived assets, including property and equipment, goodwill

and intangible assets;

estimated useful lives of intangible and depreciable assets;

and assumptions used to value warrants and options;

recognition of revenue;

recognition, measurement and valuation of current and deferred income taxes.

Estimates and assumptions are periodically reviewed,

and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary.

Actual results could differ from those estimates and assumptions.

The preparation of financial statements in conformity with U.S.

GAAP requires

management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets

and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Management bases its estimates on historical experience and on various

assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about

the carrying value of assets and liabilities that are not readily apparent from other sources.

Significant estimates include, but are

not limited to:

● the assessment of recoverability of long-lived assets, including property and equipment, goodwill and intangible assets;

● the estimated useful lives of intangible and depreciable assets;

to the Condensed Consolidated Financial Statements (Unaudited)

● estimates and assumptions used to value warrants and options;

● the recognition of revenue;

● the recognition, measurement and valuation of current and deferred income taxes.

Estimates and assumptions are periodically reviewed, and the effects of

any material revisions are reflected in the financial statements in the period that they are determined to be necessary.

Actual results

could differ from those estimates and assumptions.

Cash, Restricted Cash, and Cash Equivalents

The Company considers all highly-liquid instruments

with an original maturity of three months or less when purchased to be cash equivalents.

There were no cash equivalents as of March 31,

2026 or December 31, 2025.

As of March 31, 2026, the Company had $ 0.27 million of cash on deposit that is subject to a court-ordered restriction

related to ongoing legal proceedings.

These funds are not available for general corporate use.

The restriction is expected to remain in

place pending resolution of the matter.

The Company considers all highly-liquid instruments with an original maturity

of three months or less when purchased to be cash equivalents.

There were no cash equivalents as of June 30, 2026 or December 31, 2025.

As of December 31, 2025, the Company had $ 0.27 million of cash on deposit that was subject to a court-ordered restriction related to ongoing

legal proceedings.

This restricted cash was held by Sadot Latam LLC and was derecognized on June 26, 2026 in connection with the deconsolidation

of that entity.

As of June 30, 2026, the Company had $0 of restricted cash.

Accounts Receivable

Accounts Receivable consists of receivables related

to Sadot Agri-Foods of nil and $0.4 million net of doubtful accounts of $ 28.1 million and $ 27.8 million as of March 31, 2026, and December

Accounts Receivable consists of receivables related to Sadot Agri-Foods

of $0 million and $0.4 million net of doubtful accounts of $ 2.5 million and $ 27.8 million as of June 30, 2026, and December 31, 2025,

respectively.

Accounts receivable is stated at historical carrying

amounts net of write-offs and allowances for uncollectible accounts.

The Company establishes allowances for uncollectible trade accounts

receivable based on lifetime expected credit losses using an aging schedule for each pool of accounts receivable.

Pools are determined

based on risk characteristics such as the type of receivable and geography.

A default rate is derived using a provision matrix which is

evaluated on a regular basis by management and based on past experience and other factors.

The default rate is then applied to the pool

to determine the allowance for expected credit losses.

Given the short-term nature of the Company’s trade accounts receivable, the

default rate is only adjusted if significant changes in the credit profile of the portfolio are identified (e.g., poor crop years, credit

issues at the country level, systematic risk), resulting in historic loss rates that are not representative of forecasted losses.

Uncollectible

accounts are written off when a settlement is reached for an amount that is less than the outstanding historical balance or when the Company

has determined that collection of the balance is unlikely.

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

Gross accounts receivable of $ 25.6 million and the related allowance for credit losses of $ 25.6 million attributable to

Sadot Latam LLC were derecognized on June 26, 2026 in connection with the deconsolidation of that entity.

Please see Note 6 – Disposition

and Deconsolidation of Sadot Latam LLC and Note 7 – Allowance for credit losses on accounts receivable for further details.

Accounts receivable are stated at historical carrying amounts net of write-offs

and allowances for uncollectible accounts.

The Company establishes allowances for uncollectible trade accounts receivable based on lifetime

expected credit losses using an aging schedule for each pool of accounts receivable.

Pools are determined based on risk characteristics

such as the type of receivable and geography.

A default rate is derived using a provision matrix which is evaluated on a regular basis

by management and based on past experience and other factors.

The default rate is then applied to the pool to determine the allowance

for expected credit losses.

Given the short-term nature of the Company’s trade accounts receivable, the default rate is only adjusted

if significant changes in the credit profile of the portfolio are identified (e.g., poor crop years, credit issues at the country level,

systematic risk), resulting in historic loss rates that are not representative of forecasted losses.

Uncollectible accounts are written

off when a settlement is reached for an amount that is less than the outstanding historical balance or when the Company has determined

that collection of the balance is unlikely.

Factoring Agreements

As of March 31, 2026, the Company’s total borrowings

include $ 3.3 million related to a factoring arrangement under which the Company transfers certain trade receivables to a third-party financial

institution with recourse.

The Company retains the risk of nonpayment on the transferred receivables, so the arrangement does not meet

the criteria for sale accounting under ASC 860, Transfers and Servicing, and is accounted for as a secured borrowing.

Under this arrangement, the Company received $ 3.6

million in cash advances, which are included in Notes Payable on the Unaudited Condensed Consolidated Balance Sheets.

The transferred

receivables had an original carrying value of $ 4.7 million as of March 31, 2026.

During the period, customers made payments on these receivables,

reducing the outstanding balance to $ 3.6 million, which remains recorded in Accounts Receivable as of March 31, 2026, as the Company has

not surrendered control over the assets.

The $ 0.8 million difference between the original receivables balance and the cash advances primarily

reflects $ 0.5 million of proceeds retained by the factor and $ 0.3 million of factoring fees.

Factoring fees incurred in connection with the arrangement

are deferred and amortized over the expected life of the borrowing as Interest expense, net in the Unaudited Condensed Consolidated Statements

of Income and Other Comprehensive (Loss) / Income.

The Company continues to service the receivables under the arrangement but has no obligation

to repurchase the receivables except in cases of customer nonpayment.

The Company remains exposed to credit losses related to factored

receivables and maintains an allowance for doubtful accounts as appropriate.

As of March 31, 2026, the Company has pledged $ 3.9

million of accounts receivable as collateral under this facility.

A dispute has arisen with the factoring company regarding the amounts

owed under the arrangement, which is the subject of pending litigation.

Please see Note 15 – Commitments and contingencies for additional

information regarding pending litigation.

Assets held for sale

In the first quarter of 2024, the Company classified

its Sadot Food Services segment as held for sale.

The assets related to Pokemoto and Muscle Maker Grill were sold in the fourth quarter

Assets and liabilities of disposal group(s) are classified

as held for sale when:

● management,

having the authority to approve action, commits to a plan to sell,

disposal group(s) are available for immediate sale in present condition,

active program to locate a buyer and other actions required to complete the plan to sell

have been initiated,

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

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

it is unlikely that significant changes to the plan will be made or that the plan will be

The Company initially measures a disposal group that

is classified as held for sale at the lower of its carrying value or fair value less cost to sell.

Any impairment loss resulting from

this initial measurement is recognized in the period in which the held for sale criteria described above, is met.

Conversely, gains are

not recognized on the sale of a disposal group until the date of sale.

The Company assesses the fair value of a disposal group, less costs

to sell, at each reporting period that it remains as held for sale, with any changes as a result of the assessment adjusting the carrying

value of the disposal group, but not in excess of the cumulative loss previously recognized on the disposal group.

Sadot Group, Inc.

Prior to the deconsolidation of Sadot Latam on June 26, 2026, Sadot Latam

participated in a factoring arrangement under which certain trade receivables were transferred to a third-party financial institution

with recourse.

Because the transfer did not qualify for sale accounting under ASC 860, Transfers and Servicing , the arrangement

was accounted for as a secured borrowing while Sadot Latam was consolidated.

Under the arrangement, Sadot Latam received approximately $ 3.6 million

in cash advances secured by trade receivables with an original carrying value of approximately $4.7 million.

The difference between the

receivables transferred and the cash advances primarily reflected proceeds retained by the factor and associated factoring fees.

to the deconsolidation of Sadot Latam, the related borrowings were included in Notes Payable and the pledged receivables remained recorded

in Accounts Receivable in the Company’s condensed consolidated financial statements.

to the Condensed Consolidated Financial Statements (Unaudited)

Following their classification as held for sale, assets

are not depreciated or amortized.

Interest and other expenses attributable to the liabilities of a disposal group classified as held for

sale continue to be recognized.

Refer to Note 4 – Assets held for sale for more details.

The Company accounts for leases in accordance with

ASC 842, Leases.

The Company determines if an arrangement is or contains a lease at inception.

Right to use assets and lease liabilities

are recognized for leases with terms greater than 12 months based on the present value of lease payments over the lease term.

Lease liabilities are measured using the present value

of future lease payments, discounted using the rate implicit in the lease when readily determinable, or the Company’s incremental

borrowing rate.

Right to use assets are based on the lease liability adjusted for any initial direct costs, prepaid lease payments, and

lease incentives.

The Company has elected the short-term lease exemption

for leases with an initial term of 12 months or less and does not recognize ROU assets or lease liabilities for such leases.

Lease expense

is recognized on a straight-line basis over the lease term.

Upon the deconsolidation of Sadot Latam on June 26, 2026, the related assets

and liabilities associated with the factoring arrangement were removed from the Company’s condensed consolidated balance sheet.

However, the Company remains a named party in litigation related to the factoring arrangement.

See Note 19 – Commitments and Contingencies

for additional information.

The Company accounts for leases in accordance with ASC 842, Leases.

Company determines if an arrangement is or contains a lease at inception.

Right to use assets and lease liabilities are recognized for

leases with terms greater than 12 months based on the present value of lease payments over the lease term.

Lease liabilities are measured using the present value of future lease

payments, discounted using the rate implicit in the lease when readily determinable, or the Company’s incremental borrowing rate.

Right to use assets are based on the lease liability adjusted for any initial direct costs, prepaid lease payments, and lease incentives.

The Company has elected the short-term lease exemption for leases with

an initial term of 12 months or less and does not recognize ROU assets or lease liabilities for such leases.

Lease expense is recognized

on a straight-line basis over the lease term.

Intangible Assets

The Company accounts for recorded intangible assets

in accordance with the Accounting Standards Codification (“ASC’) 350 “Intangibles – Goodwill and Other”.

In accordance with ASC 350, the Company does not amortize intangible assets having indefinite useful lives.

The Company’s goodwill

has an indefinite life and is not amortized.

The Company’s goodwill and intangible assets with a finite life are evaluated for impairment

at least annually, or more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable.

ASC 350 requires that goodwill and intangible assets be tested for impairment at the reporting unit level (operating segment or one level

below an operating segment).

Application of the impairment testing requires judgment, including the identification of reporting units,

assigning assets and liabilities to reporting units, assigning goodwill and intangible assets to reporting units, and determining the

Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows,

determining appropriate discount rates and other assumptions.

Changes in these estimates and assumptions could materially affect the determination

of fair value and/or impairment.

In the first quarter of 2024, the intangible assets were moved to assets held for sale.

The assets related

to Pokemoto and Muscle Maker Grill were sold in the fourth quarter of 2025.

See Note 4 – Assets held for sale for additional information.

The Company accounts for intangible assets in accordance with ASC 350,

Intangibles — Goodwill and Other.

Intangible assets acquired individually or as part of a group of assets are initially recognized

and measured at cost.

Intangible assets with finite useful lives are amortized over the period the asset is expected to contribute, directly

or indirectly, to the Company’s future cash flows.

The Company determines the useful life of an intangible asset based on

an analysis of all pertinent factors, including the expected use of the asset, any legal, regulatory or contractual provisions that may

limit its useful life, the effects of obsolescence, demand, competition and other economic factors, and the level of maintenance expenditure

required to obtain the asset’s expected future cash flows.

Amortization is recognized on a straight-line basis unless the pattern

in which the economic benefits of the asset are consumed can be reliably determined, and commences when the asset is available for its

intended use.

The Company reevaluates the remaining useful life of each amortizing intangible asset each reporting period.

The Company does not amortize intangible assets having indefinite useful

As of June 30, 2026 and December 31, 2025, the Company had no indefinite-lived intangible assets and no goodwill.

intangible assets are tested for impairment under the Company’s policy for impairment of long-lived assets described below.

assets related to Pokémoto and Muscle Maker Grill were sold in the fourth quarter of 2025.

See Note 4 – Assets Held For Sale

for additional information.

Asset Acquisitions

The Company evaluates each acquisition of assets to determine whether the

transaction should be accounted for as a business combination under ASC 805-10 or as an asset acquisition under ASC 805-50.

applies the screen in ASC 805-10-55;

if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable

asset or a group of similar identifiable assets, the transaction is accounted for as an asset acquisition.

to the Condensed Consolidated Financial Statements (Unaudited)

For asset acquisitions, the cost of the acquisition, including direct transaction

costs, is allocated to the individual assets acquired on the basis of their relative fair values, and no goodwill is recognized.

Consideration

consisting of equity instruments is measured at fair value on the acquisition date.

Consideration consisting of non-interest bearing notes,

or notes bearing a below-market rate of interest, is measured at present value in accordance with ASC 835-30, with the resulting discount

amortized to interest expense over the term of the instrument using the effective interest method.

Impairment of Long-Lived Assets

When circumstances, such as adverse market conditions,

indicate that the carrying value of a long-lived asset may be impaired, the Company performs an analysis to review the recoverability

of the asset’s carrying value, which includes estimating the undiscounted cash flows (excluding interest charges) from the expected

future operations of the asset.

These estimates consider factors such as expected future operating income, operating trends and prospects,

as well as the effects of demand, competition and other factors.

If the analysis indicates that the carrying value is not recoverable

from future cash flows, an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value.

Any impairment

losses are recorded as operating expenses, which reduce net income.

When circumstances, such as adverse market conditions, indicate that the

carrying value of a long-lived asset may be impaired, the Company performs an analysis to review the recoverability of the asset’s

carrying value, which includes estimating the undiscounted cash flows (excluding interest charges) from the expected future operations

of the asset.

These estimates consider factors such as expected future operating income, operating trends and prospects, as well as the

effects of demand, competition and other factors.

If the analysis indicates that the carrying value is not recoverable from future cash

flows, an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value.

Any impairment losses

are recorded as operating expenses, which reduce net income.

Convertible Instruments

The Company evaluates its convertible instruments

to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately

accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”).

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

If the instrument is determined not to be a derivative

liability, the Company then evaluates for the existence of a beneficial conversion feature by comparing the market price of the Company’s

common stock as of the commitment date to the effective conversion price of the instrument.

As of March 31, 2026 and December 31, 2025,

the Company deemed the conversion feature related to notes payable was not required to be bifurcated and recorded as a derivative liability.

The Company evaluates its convertible instruments to determine whether

the contract, or an embedded component of the contract, qualifies as a derivative financial instrument required to be separately accounted

for under ASC 815, Derivatives and Hedging .

If the embedded conversion feature is not required to be bifurcated and

accounted for as a derivative liability, the convertible instrument is accounted for as a single liability measured at amortized cost

using the effective interest method.

No portion of the proceeds is allocated to an equity component, except where a convertible instrument

is issued at a substantial premium, in which case the premium is recorded in additional paid-in capital in accordance with ASC 470-20-25-13.

As of June 30, 2026 and December 31, 2025, the Company determined that

the conversion features related to its notes payable were not required to be bifurcated and recorded as derivative liabilities.

Related Parties

A party is considered to be related to the Company

if the party directly, indirectly, or through one or more intermediaries, controls, is controlled by, or is under common control with

Related parties also include principal owners of the Company, its management, members of the immediate families of principal

owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly

influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully

pursuing its own separate interests.

A party which can significantly influence the management or operating policies of the transacting

parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that

one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

A party is considered to be related to the Company if the party directly,

indirectly, or through one or more intermediaries, controls, is controlled by, or is under common control with the Company.

Related parties

also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and

its management and other parties with which the Company may deal if one party controls or can significantly influence the management or

operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate

A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership

interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting

parties might be prevented from fully pursuing its own separate interests is also a related party.

Revenue Recognition

The Company’s revenues consist of Commodity

sales and Other revenues.

The Company’s revenues consist of Commodity sales and Other revenues.

The Company recognizes revenues according to Topic 606 of FASB, “Revenue from Contracts with Customers”.

Under the guidance, revenue is recognized in accordance with a five-step revenue model, as follows:

(1) identifying the contract with

the customer;

(2) identifying the performance obligations in the contract;

Under the guidance,

revenue is recognized in accordance with a five-step revenue model, as follows:

(1) identifying the contract with the customer;

(2) identifying

the performance obligations in the contract;

(3) determining the transaction price;

(4) allocating the transaction

price to the performance obligations;

(4) allocating the transaction price to the performance

and (5) recognizing revenue when (or as) the entity satisfies a performance obligation.

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

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

the harvest season.

to the Condensed Consolidated Financial Statements (Unaudited)

Commodity Sales

Commodity sale revenue is generated by Sadot Agri-Foods

and is recognized when the commodity is delivered as evidenced by the bill of lading, physical delivery or completion of the sale contract

and the invoice is prepared and submitted to the customer.

During the three months ended March 31, 2026 and 2025, the Company recorded

Commodity sales revenues of $0.0 million and $132.2 million, respectively, which is included in Commodity sales on the accompanying

Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive (Loss) / Income.

Commodity sale revenue is generated by Sadot Agri-Foods and is recognized

when the commodity is delivered as evidenced by the bill of lading, physical delivery or completion of the sale contract and the invoice

is prepared and submitted to the customer.

During the three and six months ended June 30, 2026 and 2025, the Company recorded Commodity

sales revenues of $ 0 million and $ 114.3 million in the three months ended June 30, 2026 and 2025, respectively, and $ 0 million and $ 246.5

million in the six months ended June 30, 2026 and 2025, respectively, which is included in Commodity sales on the accompanying Unaudited

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

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 the

Company’s board of directors, and stock compensation paid to employees.

The consulting fees due to Aggia related to ongoing

Sadot Agri-Foods and expansion of the global agri-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.

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

includes stock-based consulting fees due to Aggia and other consultants, stock compensation paid to the Company’s board of directors,

and stock compensation paid to employees.

The consulting fees due to Aggia related to ongoing Sadot Agri-Foods and expansion of the global

agri-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.

See Note 19 – Commitments and contingencies for further details.

For the three

months ended March 31, 2026 and 2025, 0 nil 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.

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

On November 20, 2025, the Company and Aggia entered

into a settlement agreement that terminated the services agreement and extinguished all remaining obligations thereunder.

The settlement

agreement consisted of a one-time consideration of cash to be paid and shares to be issued to Aggia in the amount of $75,000 plus 1,050,000

shares, accordingly, no further stock-based consulting fees are expected to be incurred under this arrangement following its termination.

Net (Loss) / Income per Share

Basic (Loss) / Income per common share is computed

by dividing net (loss)/income attributable to Sadot Group Inc.

by the weighted average number of common shares outstanding during the

Diluted (Loss) / Income per common share is computed by dividing net (Loss) / Income attributable to common shareholders by the

weighted average number of common shares outstanding, plus the impact of potential common shares, if dilutive, resulting from the exercise

of warrants, options or the conversion of convertible notes payable.

The following securities are excluded from the calculation

of weighted average diluted common shares at March 31, 2026 and 2025, respectively, because their inclusion would have been anti-dilutive:

For the three months ended June 30, 2026 and 2025,

$( 0.3 ) million and $ 0.4 million, respectively, and $ 0.1 million and $ 1.8 million in the six months ended June 30, 2026 and 2025, respectively,

are recorded as Stock-based expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive

Income / (Loss).

On November 20, 2025, the Company and Aggia entered into a settlement agreement

that terminated the services agreement and extinguished all remaining obligations thereunder.

The settlement agreement consisted of a

one-time consideration of cash to be paid and shares to be issued to Aggia in the amount of $75,000 plus 1,050,000 shares, accordingly,

no further stock-based consulting fees are expected to be incurred under this arrangement following its termination.

Net Income / (Loss) per Share

Basic Income / (Loss) per common share is computed by dividing net income/(loss)

attributable to Sadot Group Inc.

by the weighted average number of common shares outstanding during the period.

Diluted Income / (Loss)

per common share is computed by dividing net Income / (Loss) attributable to common shareholders by the weighted average number of common

shares outstanding, plus the impact of potential common shares, if dilutive, resulting from the exercise of warrants, options or the conversion

of convertible notes payable.

The following securities are excluded from the calculation of weighted

average diluted common shares as of June 30, 2026 and 2025, respectively, because their inclusion would have been anti-dilutive:

Schedule of weighted average diluted common shares

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands, except for share count and per share data)

Convertible debt

Total potentially dilutive shares

The Company is currently authorized to issue 250,000,000

shares of common stock, following shareholder approval at the Annual Meeting held on April 13, 2026, to increase the number of authorized

shares from 2,000,000.

This increase provides the Company with additional flexibility to support future capital raising, M&A, equity

compensation, and other equity-related transactions.

Future issuances of common stock, whether for financing, acquisitions, or equity

awards, may result in dilution to existing shareholders and could materially reduce net income (loss) per share and impact shareholder

ownership percentages.

Depending on the Company’s future capital needs or equity activity, additional increases in authorized shares

may be considered, subject to shareholder approval.

to the Condensed Consolidated Financial Statements (Unaudited)

The Company is currently authorized to issue 12,500,000 shares of common

stock following the 1-for-20 reverse stock split effected in May 2026.

All share and per share amounts have been retroactively adjusted

to reflect the reverse stock split, as applicable.

The Company may issue additional shares of common stock in connection with future capital

raising activities, acquisitions, equity compensation arrangements, and other equity-related transactions.

Any future issuances of common

stock may result in dilution to existing shareholders, reduce net income (loss) per share, and decrease existing shareholders’ ownership

The Company may seek shareholder approval for increases in its authorized shares of common stock if additional shares are

needed to support its future capital needs or strategic initiatives.

The following table sets forth the computation of basic and dilutive net

(Loss) / Income per share attributable to the Company’s shareholders:

Three Months Ended March 31,

Income / (Loss) per share attributable to the Company’s shareholders:

Schedule of basic and dilutive net

(Loss) / Income per share

Three Months Ended June 30,

Six Months Ended June 30,

(In thousands, except for share count and per share data)

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

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

Weighted-average shares outstanding:

Effect of potentially dilutive stock options

Effect of potentially dilutive RSAs

Effect of potentially dilutive convertible debt

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

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

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

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

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

Concentration of Credit Risk

Financial instruments that potentially subject the

Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

The Company maintains its cash balances with financial

institutions located in the United States and foreign jurisdictions.

Financial instruments that potentially subject the Company to concentrations

of credit risk consist primarily of cash and cash equivalents and accounts receivable.

The Company maintains its cash balances with financial institutions located

in the United States and foreign jurisdictions.

At times, such balances may exceed federally insured limits.

Company has not experienced any losses on its cash accounts and management believes the Company is not exposed to significant credit risk

with respect to its cash.

The Company extends credit to customers in the normal

course of business and performs ongoing credit evaluations of its customers’ financial condition.

As of and for the years ended

March 31, 2026 and 2025, certain customers accounted for more than 10% of total revenues, as disclosed below:

The Company has not experienced

any losses on its cash accounts and management believes the Company is not exposed to significant credit risk with respect to its cash.

to the Condensed Consolidated Financial Statements (Unaudited)

The Company extends credit to customers in the normal course of business

and performs ongoing credit evaluations of its customers’ financial condition.

As of and for the quarter ended June 30, 2026 and

March 31, 2026, certain customers accounted for more than 10% of total revenues, as disclosed below:

Schedules of Concentration of Risk, by Risk Factor

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Number of customers

The Company also relies on a limited number of vendors

for procurement of commodities.

A significant portion of purchases is concentrated among a small number of suppliers, which may impact

operations if these relationships are disrupted.

Three Months Ended March 31,

% of purchases

The Company also relies on a limited number of vendors for procurement

of commodities.

A significant portion of purchases is concentrated among a small number of suppliers, which may impact operations if these

relationships are disrupted.

Three Months Ended June 30,

Six Months Ended June 30,

Number of vendors

1 unchanged sentence

Derivative Instruments

The Company recognizes all derivatives in the balance

sheet at fair value.

During the periods March 31, 2026 and 2025, the Company’s derivatives were comprised of Forward sales contracts

for soybeans, carbon offset units, and futures and options of food and feed related commodities, traded on the Chicago Mercantile Exchange

Derivatives that do not meet the requirements for hedge accounting to be applied per FASB ASC 815, Derivatives and

Hedging, are adjusted to fair value through earnings.

If the derivative does meet the criteria in ASC 815 to use hedge accounting, depending

upon the nature of the hedge, the effective portion of changes in the fair value of the hedged assets, liabilities or firm commitments

through earnings (fair value hedge), or recognized in other comprehensive income until the hedged item is recognized in earnings (cash

The ineffective portion of a derivative’s change in fair value, if any, is immediately recognized in earnings.

a hedged item in a fair value hedge is sold, the adjustment in the carrying amount of the hedged item is recognized in earnings.

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

During the periods June 30, 2025, the Company’s derivatives were comprised of Forward sales contracts for soybeans, carbon offset

units, and futures and options of food and feed related commodities, traded on the Chicago Mercantile Exchange (“CME”).

Company did not have any derivative contracts outstanding as of or during the six months ended June 30, 2026.

Derivatives that do not

meet the requirements for hedge accounting to be applied per FASB ASC 815, Derivatives and Hedging, are adjusted to fair value through

If the derivative does meet the criteria in ASC 815 to use hedge accounting, depending upon the nature of the hedge, the effective

portion of changes in the fair value of the hedged assets, liabilities or firm commitments through earnings (fair value hedge), or recognized

in other comprehensive income until the hedged item is recognized in earnings (cash flow hedge).

The ineffective portion of a derivative’s

change in fair value, if any, is immediately recognized in earnings.

When a hedged item in a fair value hedge is sold, the adjustment

in the carrying amount of the hedged item is recognized in earnings.

Convertible Debt and Embedded Features

The Company accounts for convertible debt in accordance

with ASC 470-20.

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

as derivative liabilities.

If the conversion feature is based only on the Company’s own stock and both the number of shares and

the conversion price are fixed (the “fixed-for-fixed” rule), it qualifies for the equity exception and is not treated as a

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

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

however, the Company

has not elected this fair value option for its convertible notes.

Sadot Group, Inc.

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

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

If the conversion feature is based only on the Company’s own stock and both the number of shares and the conversion

price are fixed (the “fixed-for-fixed” rule), it qualifies for the equity exception and is not treated as a derivative.

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

Under ASC 825, companies are

allowed to measure certain financial instruments at fair value instead of amortized cost;

however, the Company has not elected this fair

value option for its convertible notes.

to the Condensed Consolidated Financial Statements (Unaudited)

Debt Discounts and Issuance Costs

The Company accounts for debt discounts and issuance

costs in accordance with ASC 470-20, Debt with Conversion and Other Options.

Debt discounts and issuance costs are recorded as a direct

deduction from the carrying amount of the related debt and are amortized to interest expense over the term of the underlying instrument

using the effective interest method.

Amortization of debt discounts and issuance costs

is included in Interest expense, net in the Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive (Loss) /

The Company accounts for debt discounts and issuance costs in accordance

with ASC 470-20, Debt with Conversion and Other Options.

Debt discounts and issuance costs are recorded as a direct deduction from the

carrying amount of the related debt and are amortized to interest expense over the term of the underlying instrument using the effective

interest method.

Amortization of debt discounts and issuance costs is included in Interest

expense, net in the Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss).

Loss on debt extinguishment

Loss on debt extinguishment consists 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.

The Company accounts for income taxes under ASC 740,

“Income Taxes” (“ASC 740”).

Under ASC 740, deferred tax assets and liabilities are determined based on the difference

between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted

tax rates in effect for the year in which the differences are expected to impact taxable income.

Valuation allowances are established

when necessary to reduce deferred tax assets to the amounts expected to be realized.

ASC 740 also clarifies the accounting for uncertainty

in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process

for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Tax benefits claimed or expected to be claimed on

a tax return are recorded in the Company’s financial statements.

A tax benefit from an uncertain tax position is only recognized

if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical

merits of the position.

The tax benefits recognized in the financial statements from such a position are measured based on the largest

benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.

Uncertain tax positions have had

no impact on the Company’s financial condition, results of operations or cash flows.

The Company does not expect any significant

changes in its unrecognized tax benefits within years of the reporting date.

The Company’s policy is to classify assessments,

if any, for tax related interest as interest expense and penalties as Sales, general and administrative expenses in the Unaudited Condensed

Consolidated Statements of Operations and Other Comprehensive (Loss) / Income.

Loss on debt extinguishment consists 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.

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

Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial

reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for

the year in which the differences are expected to impact taxable income.

Valuation allowances are established when necessary to reduce

deferred tax assets to the amounts expected to be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized

in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition

and measurement of a tax position taken or expected to be taken in a tax return.

Tax benefits claimed or expected to be claimed on a tax

return are recorded in the Company’s financial statements.

A tax benefit from an uncertain tax position is only recognized if it

is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits

of the position.

The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit

that has a greater than fifty percent likelihood of being realized upon ultimate resolution.

Uncertain tax positions have had no impact

on the Company’s financial condition, results of operations or cash flows.

The Company does not expect any significant changes in

its unrecognized tax benefits within years of the reporting date.

The Company’s policy is to classify assessments, if any, for tax

related interest as interest expense and penalties as Sales, general and administrative expenses in the Unaudited Condensed Consolidated

Statements of Operations and Other Comprehensive Income / (Loss).

Currency Translation Differences

Transactions in foreign currencies are remeasured

in the functional currency of the related consolidated company at the average foreign exchange rates for income and expenses.

assets and liabilities denominated in foreign currencies at the reporting date are remeasured to the functional currency at the foreign

exchange rate ruling as of the reporting period end date.

Non-monetary assets and liabilities that are measured in terms of historical

cost in a foreign currency are translated using the exchange rate at the date of the transaction.

Non-monetary assets and liabilities

denominated in foreign currencies that are stated at fair value are remeasured to the functional currency at foreign exchange rates ruling

at the dates the fair value was determined.

Foreign exchange differences arising on remeasurement are recognized in the Unaudited Condensed

Consolidated Statement of Operations and Other Comprehensive (Loss) / Income under Foreign exchange translation adjustment.

Sadot Group, Inc.

Transactions in foreign currencies are remeasured in the functional currency

of the related consolidated company at the average foreign exchange rates for income and expenses.

Monetary assets and liabilities denominated

in foreign currencies at the reporting date are remeasured to the functional currency at the foreign exchange rate ruling as of the reporting

period end date.

Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated

using the exchange rate at the date of the transaction.

Non-monetary assets and liabilities denominated in foreign currencies that are

stated at fair value are remeasured to the functional currency at foreign exchange rates ruling at the dates the fair value was determined.

Foreign exchange differences arising on remeasurement are recognized in the Unaudited Condensed Consolidated Statement of Operations and

Other Comprehensive Income / (Loss) under Foreign exchange translation adjustment.

to the Condensed Consolidated Financial Statements (Unaudited)

The assets and liabilities of foreign operations,

including farm operations and fair value adjustments arising on consolidation, are translated to the Company’s reporting currency,

United States Dollars, at foreign exchange rates at the reporting date.

On a monthly basis, for subsidiaries whose functional currency

is a currency other than the U.S.

The assets and liabilities of foreign operations, including farm operations

and fair value adjustments arising on consolidation, are translated to the Company’s reporting currency, United States Dollars,

at foreign exchange rates at the reporting date.

On a monthly basis, for subsidiaries whose functional currency is a currency other than

dollar, subsidiary statements of income and cash flows must be translated into U.S.

dollars for consolidation

purposes based on weighted-average exchange rates in each monthly period.

As a result, fluctuations of local currencies compared to the

dollar during each monthly period impact our consolidated statements of income and cash flows for each reported period (per quarter

and year-to-date) and also affect comparisons between those reported periods.

dollars for consolidation purposes based

on weighted-average exchange rates in each monthly period.

As a result, fluctuations of local currencies compared to the U.S.

dollar during

each monthly period impact our consolidated statements of income and cash flows for each reported period (per quarter and year-to-date)

and also affect comparisons between those reported periods.

Non-controlling Interests

The Company consolidates entities in which the Company

has a controlling financial interest.

The Company consolidates subsidiaries in which the Company holds, directly or indirectly, more than

50% of the voting rights.

Non-controlling interests represent third-party equity ownership interests in the Company’s farming consolidated

The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest

in a VIE (“variable interest entities”).

The Company consolidates entities in which the Company has a controlling

financial interest.

The Company consolidates subsidiaries in which the Company holds, directly or indirectly, more than 50% of the voting

Non-controlling interests represent third-party equity ownership interests in the Company’s farming consolidated entity.

The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a VIE

(“variable interest entities”).

These evaluations are complex and involve judgment and the use of estimates and assumptions

8 unchanged sentences

The Company has no VIEs

at March 31, 2026 and December 31, 2025.

as of June 30, 2026 and December 31, 2025.

The amount of net loss attributable to Non-controlling interests is disclosed in the Unaudited

Condensed Consolidated Statements of Income and Other Comprehensive (Loss) / Income.

Condensed Consolidated Statements of Income and Other Comprehensive Income / (Loss).

Following the sale of the membership interests of

Sadot Latam LLC on June 26, 2026, the Company holds variable interests in that entity through the profit-sharing entitlement, the retained

interests in net collections, its indemnification obligations and its obligation to provide legal support.

The Company has determined

that it is not the primary beneficiary of Sadot Latam LLC and does not consolidate that entity.

Please see Note 6 – Disposition

and Deconsolidation of Sadot Latam LLC.

The Company has no other variable interest entities as of June 30, 2026 and December 31, 2025.

Discontinued Operations

As part of the Company’s stated strategy to

pivot its focus to the global food supply chain sector, we spent 2024 fully engaged in the restructuring of Sadot Food Services.

By refranchising

company-owned units and closing underperforming locations while growing Pokémoto through franchising, the Company continued its

restructuring efforts with the goal of reducing annualized restaurant operating expenses and overhead while potentially increasing franchise

royalty revenue at Pokémoto.

In early Q4 of 2024 the Company was able to close its last two corporate owned stores and reclassified

the rest of Sadot Food Services to discontinued operations.

As part of the Company’s stated strategy to pivot its focus to the

global food supply chain sector, we spent 2024 fully engaged in the restructuring of Sadot Food Services.

By refranchising company-owned

units and closing underperforming locations while growing Pokémoto through franchising, the Company continued its restructuring

efforts with the goal of reducing annualized restaurant operating expenses and overhead while potentially increasing franchise royalty

revenue at Pokémoto.

In early Q4 of 2024 the Company was able to close its last two corporate owned stores and reclassified the

rest of Sadot Food Services to discontinued operations.

The amount of loss from discontinued operations is disclosed in the Unaudited

Condensed Consolidated Statements of Income and Other Comprehensive (Loss) / Income.

Condensed Consolidated Statements of Income and Other Comprehensive Income / (Loss).

For details related to Discontinued operations, see

1 unchanged sentence

Recent Accounting Pronouncements

The Company is no longer an emerging growth company

and has adopted accounting standards based on public company effective dates.

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 Company is no longer an emerging growth company and has adopted accounting

standards based on public company effective dates.

to the Condensed Consolidated Financial Statements (Unaudited)

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.

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

The amendments should be applied on

a prospective basis.

Retrospective application is permitted.

The adoption of this guidance on January 1, 2025 and has included

the required disclosures in accordance with the new standard.

The adoption did not have a material impact on its condensed consolidated

financial statements.

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 adopted this guidance on January 1, 2025 and has included the

required disclosures in accordance with the new standard.

The adoption did not have a material impact on its condensed consolidated financial

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.

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

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

Sadot Group, Inc.

In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting

Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date .

The amendments clarify

the effective date of ASU 2024-03, which requires public business entities to provide disaggregated disclosures about certain income statement

expense captions, by confirming that all public business entities adopt the guidance in annual reporting periods beginning after December

15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

The clarification was issued

because the transition language in ASU 2024-03 could have led entities without a calendar year end to conclude that initial adoption was

required in an interim period rather than an annual period.

Early adoption is permitted.

The amendments are applied prospectively, with

retrospective application to any or all prior periods presented permitted.

The Company is currently evaluating the effect of ASU 2024-03,

as clarified by ASU 2025-01, on its financial statement disclosures.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic

805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity .

guidance, the primary beneficiary of a variable interest entity (“VIE”) acquired in a business combination was always the

accounting acquirer.

The amendments instead require an entity to consider the factors in ASC 805-10-55-12 through 55-15 to identify the

accounting acquirer when a business combination is effected primarily by exchanging equity interests and the legal acquiree is a VIE that

meets the definition of a business.

The amendments are effective for all entities for annual reporting periods beginning after December

15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The guidance is applied

prospectively to business combinations with an acquisition date on or after the date of initial application, and an entity is required

to disclose the nature of and reason for the change in accounting principle in both the interim and annual reporting periods of adoption.

The Company is currently evaluating the effect of this guidance on its financial statements.

In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation

(Topic 718) and Revenue from Contracts with Customers (Topic 606):

Clarifications to Share-Based Consideration Payable to a Customer .

The amendments revise the definition of a performance condition for share-based consideration payable to a customer to incorporate conditions

based on the volume or monetary amount of a customer’s purchases, or potential purchases, of goods or services from the grantor,

including over a specified period of time.

The ASU also eliminates the policy election to account for forfeitures as they occur for awards

containing service conditions, and clarifies that the variable consideration constraint in Topic 606 does not apply to share-based consideration

payable to a customer, regardless of whether a grant date has occurred under Topic 718.

The amendments are effective for all entities

for annual reporting periods, including interim reporting periods within those annual periods, beginning after December 15, 2026, with

early adoption permitted.

The guidance is applied using either a modified retrospective or a full retrospective approach.

is currently evaluating the effect of this guidance on its financial statements.

to the Condensed Consolidated Financial Statements (Unaudited)

In September 2025, the FASB issued ASU No.

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.

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 underlying 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 condensed consolidated financial statements.

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

Reporting (Topic 270):

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

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 amendments are intended to enhance interim disclosures through a more principles-based

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

The Company has not adopted this guidance as of June 30, 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.

The Company has considered all other recently issued

accounting pronouncements and does not expect them to have a material impact on its condensed consolidated financial statements and related

Subsequent Events

The Company evaluated events that have occurred after

the balance sheet date but before the financial statements are issued.

Based upon the evaluation and transactions, the Company did not

identify any subsequent events that would have required adjustment or disclosure in the Financial Statements, except as disclosed in Note

has not adopted this guidance as of June 30, 2026 and does not expect it to have a material impact on its condensed consolidated financial

statements and related disclosures.

The Company has considered all other recently issued accounting pronouncements

and does not expect them to have a material impact on its condensed consolidated financial statements and related disclosures.

Subsequent Events

Held For Sale

The Company evaluated events that have occurred after the balance sheet

date but before the financial statements are issued.

Based upon the evaluation and transactions, the Company did not identify any subsequent

events that would have required adjustment or disclosure in the Financial Statements, except as disclosed in Note 22 – Subsequent

Assets Held For Sale

2024 Disposal group held for sale

After launching Sadot Agri-Foods, the Company made

the decision to explore the option of selling a portion of our restaurant operations.

During the first quarter of 2024, the Company entered

into an agreement with a brokerage firm to have the exclusive rights to offer and sell the Muscle Maker Grill and Pokemoto franchise business

and potentially some of the corporate-owned restaurants.

Accordingly, the assets and liabilities related to the restaurant operations

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

After launching Sadot Agri-Foods, the Company made the decision to explore

the option of selling a portion of our restaurant operations.

During the first quarter of 2024, the Company entered into an agreement

with a brokerage firm to have the exclusive rights to offer and sell the Muscle Maker Grill and Pokémoto franchise business and

potentially some of the corporate-owned restaurants.

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

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

Throughout most of 2024, the Company considered retaining

some Company owned stores due to location and potential training centers that posed challenges for sale.

The assets related to Pokemoto

The assets related to Pokémoto

& Muscle Maker Grill were sold during the fourth quarter of 2025.

10 unchanged sentences

Following the transactions, the Company was left with a single remaining operating activity related to its agri-food

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

Sadot Food Services had the following pre-tax income

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

Schedule of Sadot Food Services reporting unit held for sale

Three Months Ended March 31,

Sadot Food Services Net (Loss) / Income Before Income Tax

Sadot Food Services was comprised of two fast casual

restaurant concepts, Pokémoto and Muscle Maker Grill, as well as a subscription-based fresh prep meal concept.

On August 1, 2024

SuperFit foods was sold for $ 0.2 million with a minimal gain on the sale.

After launching Sadot Agri-Foods, the Company made

the decision to explore the option of selling a portion of our restaurant operations.

During the first quarter of 2024, the Company entered

into an agreement with a brokerage firm to have the exclusive rights to offer and sell the Muscle Maker Grill and Pokemoto franchise business

and potentially some of the corporate-owned restaurants.

Accordingly, the assets and liabilities related to the restaurant operations

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

Three Months Ended June 30,

Six Months Ended June 30,

Sadot Food Services Net Loss Before Income Tax

Sadot Food Services was comprised of two fast casual restaurant concepts,

Pokémoto and Muscle Maker Grill, as well as a subscription-based fresh prep meal concept.

Discontinued Operations

After launching Sadot Agri-Foods, the Company made the decision to explore

the option of selling a portion of our restaurant operations.

During the first quarter of 2024, the Company entered into an agreement

with a brokerage firm to have the exclusive rights to offer and sell the Muscle Maker Grill and Pokémoto franchise business and

potentially some of the corporate-owned restaurants.

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

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

Throughout most of 2024, the Company considered retaining

some Company owned stores due to location and potential training centers that posed challenges for sale.

However, in the fourth quarter of 2024, the Company

closed its last two corporate owned stores, and had a sale pending for the franchise business.

Given the sale or pending sale of all of

the restaurant operations as of December 31, 2024, the Company has deemed this to be a strategic shift in business structure as it will

eliminate one of our two business segments, which triggered accounting for the restaurant operations as discontinued operations.

performed an impairment test on the net assets of the restaurant operations as of December 31, 2024, noting the carrying amount was less

than the fair value less cost to sell.

The assets related to Pokemoto and Muscle Maker Grill were sold during the fourth quarter of 2025.

The amounts of loss from Discontinued operations were as follows:

However, in the fourth quarter of 2024, the Company closed its last two

corporate owned stores, and had a sale pending for the franchise business.

Given the sale or pending sale of all of the restaurant operations

as of December 31, 2024, the Company has deemed this to be a strategic shift in business structure as it will eliminate one of our two

business segments, which triggered accounting for the restaurant operations as discontinued operations.

The Company performed an impairment

test on the net assets of the restaurant operations as of December 31, 2024, noting the carrying amount was less than the fair value less

cost to sell.

The assets related to Pokémoto and Muscle Maker Grill were sold during the fourth quarter of 2025.

Following the

completion of these sales, Sadot Restaurant Group is no longer classified in discontinued operations.

The amounts of loss from Discontinued

operations were as follows:

Schedule of Discontinued Operations

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Cost of goods sold

2 unchanged sentences

Sales, general and administrative expenses

(Loss) / Income from discontinued operations

Income / (Loss) from discontinued operations

Interest expense, net

(Loss) / Income from discontinued operations before income tax

Income / (Loss) from discontinued operations before income tax

Income tax benefit / (expense) from discontinued operations

(Loss) / Income from discontinued operations

Sadot Group, Inc.

Income / (Loss) from discontinued operations

to the Condensed Consolidated Financial Statements (Unaudited)

for Credit Losses on Accounts Receivable

For the periods ended March 31, 2026 and December 31,

2025, a summary of the activity in the allowance for credit losses on accounts receivable appears below:

Disposition and Deconsolidation of Sadot Latam LLC

Share Purchase Agreement

On June 26, 2026, the Company sold 100% of the membership interests in

Sadot Latam LLC to Dream America Marketing Services, Ltd., a Costa Rica entity (the “Purchaser”), for aggregate consideration

consisting of (i) $1,000 in cash and (ii) recovery rights equal to 27.5% of cash collected on specified receivables of Sadot Latam and

Sadot LLC, and 50% of net amounts collected on a Zambia receivable and Zen-Noh litigation matter.

The Purchaser acquired Sadot Latam on

an “as is, where is,” no-recourse basis and assumed all liabilities and existing litigation.

The Company agreed to provide

legal support for six months post-closing and to indemnify the Purchaser on customary terms.

Deconsolidation

Sadot Latam LLC was a Delaware limited liability company held through Sadot

LLC, through which the Company conducted a portion of its Latin American agri-commodity trading operations.

Upon the sale, the Company

lost control and relinquished its power to direct activities that most significantly impact Sadot Latam’s economic performance.

Accordingly, the Company deconsolidated Sadot Latam effective June 26, 2026 and recorded a gain on deconsolidation of approximately $ 42.4

million in other income (expense), net.

The gain on deconsolidation was determined as follows:

Schedule of deconsolidation

Consideration received and retained interests

Cash consideration received

Total consideration and retained interests

Total assets derecognized

Total liabilities derecognized

Net liabilities derecognized

Gain before obligations retained by the Company

Obligations retained

OSR Rotterdam BV judgment (joint and several;

retained at SGI)

Viserion Grain judgment (Latam-recorded portion;

retained at Sadot LLC)

Gain on deconsolidation of subsidiary

Sadot Latam’s functional currency was the U.S.

no foreign currency translation adjustment was reclassified into the gain.

The operations of Sadot Latam through the deconsolidation date

are included in continuing operations in the consolidated statements of operations, with the gain on deconsolidation presented as a separate

Cash of approximately $272 thousand held by Sadot Latam (all of which was

subject to court-ordered restriction) ceased to be included in consolidated cash balances.

The net effect of the $1 thousand cash consideration

received and $ 272 thousand of cash derecognized is presented as a $ 271 thousand outflow in investing activities in the Statements of Cash

Flows for the six months ended June 30, 2026.

to the Condensed Consolidated Financial Statements (Unaudited)

Recovery Rights and Fair Value Measurement

The Company retained recovery rights consisting of 27.5% of cash collected

on specified receivables and 50% of net amounts collected on a Zambia receivable and Zen-Noh litigation matter.

The underlying commodities

receivables were fully reserved on Sadot Latam’s books at deconsolidation, and the timing and amount of any future collections and

litigation recoveries are uncertain.

Accordingly, the Company measured the recovery rights at fair value of $0 and did not record an asset

as of the deconsolidation date.

Should collections or litigation recoveries occur in future periods, the Company will recognize the receipt

of such amounts as income at that time.

Retained Interests and Continuing Obligations

Following the closing, the Company retains the following involvement with

the recovery rights described above;

responsibility for Sadot Latam’s tax returns and taxes for periods ending on or

before the closing date;

an obligation to provide legal support for six months post-closing and control over the defense and settlement

of pre-closing litigation during that period;

indemnification obligations in favor of the Purchaser;

and two-year non-solicitation and

non-competition covenants.

The Company also remains a named party in certain proceedings in which Sadot Latam is a party.

Please see Note

19 – Commitments and Contingencies for further details regarding these obligations.

Sadot Latam was a single-member limited liability company disregarded for

United States federal income tax purposes, and its results were included in the Company’s consolidated tax position.

Allowance for Credit Losses on Accounts Receivable

For the periods ended June 30, 2026 and December 31, 2025, a summary of

the activity in the allowance for credit losses on accounts receivable appears below:

Schedule of Allowance for Credit Losses on Accounts Receivable

March 31, 2026

June 30, 2026

December 31, 2025

2 unchanged sentences

Balance at end of period

Current Assets

On March 31, 2026 and December 31, 2025,

the Company’s other current assets consists of the following:

The adjustment in the six months ended June 30, 2026 includes the derecognition

of Sadot Latam LLC’s allowance for credit losses upon deconsolidation on June 26, 2026.

Purchase Option - Membership Interest

On June 4, 2026, the Company entered into a Written Option Agreement with

Anat Attia, individually and as sole member of the property limited liability companies party thereto, as amended by Amendment No.

June 10, 2026.

The agreement grants the Company an exclusive, irrevocable option to acquire 100% of the membership interests in seven

California-based real estate limited liability companies holding an aggregate of 147 residential units.

The Portfolio has a total agreed

value of $ 125.5 million, against which aggregate existing loans of $ 56.0 million remain in place, resulting in an agreed equity value

of $ 69.5 million.

to the Condensed Consolidated Financial Statements (Unaudited)

The option is exercisable for six calendar months from June 4, 2026 and

expires on December 4, 2026 if not exercised.

In consideration for the grant of the option, the Company agreed to pay a non-refundable

option fee of $ 1,042,500 , equal to 1.5% of the agreed equity value.

The option fee is creditable against the exercise price.

If the Company

exercises the option, the exercise price of $ 69.5 million, less the option fee credit, or $68,457,500 net, is payable in cash or shares

of Series C Preferred Stock at the Company’s election.

Following any closing, the Company would pay the Grantor a management fee

of $100,000 per month until full completion of each Portfolio property.

On June 6, 2026, the Company issued 132,803 shares of common stock to the

Grantor with a fair value of approximately $ 1,612,000 in satisfaction of the option fee obligation.

The value of shares issued exceeded

the option fee requirement by approximately $ 569,500 .

The shares issued represented 17.71% of the Company’s outstanding common stock

as of the issuance date, below the 19.99% threshold under Nasdaq Listing Rule 5635(d);

accordingly, the issuance was effected without

shareholder approval.

Schedule of Purchase Option

June 30, 2026

December 31, 2025

Purchase Option - Membership Interest

Purchase Option - Membership Interest Total

Other Current Assets

On June 30, 2026 and December 31, 2025, the Company’s other current

assets consists of the following:

Schedule of Other Current Assets

March 31, 2026

June 30, 2026

December 31, 2025

3 unchanged sentences

Other current assets

Prepaid expenses primarily consist of prepaid computer

and software-related expenses and advance payments associated with commodity purchases related to the matters described in Note 15 –

Commitments and Contingencies.

Prepaid expenses primarily consist of prepaid computer and software-related

expenses and advance payments associated with commodity purchases related to the matters described in Note 19 – Commitments and

Contingencies.

Other Non-Current Assets

As of March 31, 2026 and December 31, 2025,

the Company’s other non-current assets consist of the following:

As of June 30, 2026 and December 31, 2025, the Company’s other non-current

assets consist of the following:

Schedule of Other Assets, Noncurrent

March 31, 2026

June 30, 2026

December 31, 2025

2 unchanged sentences

Other non-current assets

and Equipment, Net

As of March 31, 2026 and December 31, 2025,

Property and equipment consist of the following:

to the Condensed Consolidated Financial Statements (Unaudited)

Property and Equipment, Net

As of June 30, 2026 and December 31, 2025, Property and equipment consist

of the following:

Schedule of Property and Equipment

March 31, 2026

June 30, 2026

December 31, 2025

4 unchanged sentences

Property and equipment, net

Sadot Group, Inc.

The property and equipment balance consists primarily of immaterial assets

related to an inactive Brazil subsidiary.

Depreciation expense was minimal for all periods presented.

Intangible Assets, Net

On June 2, 2026, the Company entered into and closed a Share Purchase Agreement

with the sole shareholder of Anira Consulting FZC, a company organized in the Sharjah Publishing City Free Zone, United Arab Emirates.

On July 29, 2026, the parties entered into Amendment No.

2 to the agreement, pursuant to which the transaction was restructured, effective

as of June 2, 2026, as an acquisition of the TradeOS commodity trading and risk management technology platform, the related intellectual

property, and the “Tradewell” and “TradeOS” names and marks.

In connection with the restructuring, the aggregate

purchase price was reduced from $12.0 million to $11.5 million through a $ 500,000 reduction in the principal amount of the promissory

note issued as consideration.

The seller retained ownership of Anira.

The Company did not acquire, and

did not assume any liability or obligation in respect of, any employees, customers, customer or supplier relationships or contracts, accounts

receivable, trading positions, credit lines, or business operations of Anira.

The Company concluded that substantially all of the fair value of the gross

assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets and that the Purchased Assets do

not constitute a business.

Accordingly, the transaction was accounted for as an asset acquisition, and no goodwill was recognized.

Consideration

Schedule of consideration

June 30, 2026

135,000 shares of Common Stock and 1,000 shares of Series B Preferred Stock

Non-convertible promissory note, net of discount

Total consideration

amortization expense

Total consideration, net as of June 30, 2026

Consideration for the Purchased Assets consisted of 135,000 shares of Common

Stock, 1,000 shares of Series B Preferred Stock, and a non-convertible, non-interest bearing promissory note maturing June 2, 2028.

note was recorded at present value using an imputed interest rate of 12%, resulting in a discount of approximately $1.0 million.

14 — Notes Payable for the terms of the note.

to the Condensed Consolidated Financial Statements (Unaudited)

Depreciation expense amounted to nil and $ 27.0 thousand

for the periods ended March 31, 2026 and March 31, 2025, respectively.

Payables and Accrued Expenses

Accounts payables and accrued expenses consist of

the following:

Composition and useful lives

The Purchased Assets were recorded as finite-lived intangible assets.

on an analysis of the factors described in Note 3 — Summary of Significant Accounting Policies, the Company assigned a useful life

of five years.

Amortization is recognized on a straight-line basis.

Schedule of finite-lived intangible assets

Weighted-average useful life

Gross carrying amount

Accumulated Amortization

Net carrying amount

Trade OS Platform

Total as of June 30, 2026

Commencement of amortization

The Purchased Assets were recorded as finite-lived intangible assets with

a useful life of 5 years.

Amortization is recognized on a straight-line basis.

Amortization expense for the six months ended June 30,

2026 was $ 174 thousand.

The Company also acquired intellectual property assets marketed under the name “TradeIQ” on July 14,

See Note 22 — Subsequent Events for further details.

The Purchased Assets were acquired on June 2, 2026 and had not generated

revenue as of June 30, 2026.

As described in Note 2 — Liquidity, Going Concern, and Management Plans, the Company generated no commodity

sales revenue in the six months ended June 30, 2026 and there is substantial doubt about its ability to continue as a going concern.

of the carrying amount of the intangible assets is dependent upon the Company successfully deploying the TradeOS platform and generating

sufficient future cash flows from its use.

The Company assessed whether indicators of impairment existed as of June 30, 2026 and concluded

that no impairment charge was required.

The estimates and assumptions underlying this assessment are subject to significant uncertainty,

and changes in those estimates could result in a material impairment charge in a future period.

Accounts Payables and Accrued Expenses

Accounts payables and accrued expenses consist of the following:

Schedule of Accounts Payable and Accrued Liabilities

March 31, 2026

June 30, 2026

December 31, 2025

2 unchanged sentences

Accrued expenses

Accrued interest expenses

Accrued interest expense

Accrued professional fees

2 unchanged sentences

Accrued litigation expenses

to the Condensed Consolidated Financial Statements (Unaudited)

Notes Payable

Convertible Notes

8 unchanged sentences

Note Amendments

As of June 30, 2025, an amendment was executed with

the holder of the secured promissory note originally issued on October 22, 2024, which had an original principal balance of $ 1.4 million.

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

included (i) extending the maturity date to December 31, 2025, (ii) updating the conversion provisions to permit conversion at any time

after the original issue date, subject to ownership limitations, (iii) modifying the conversion price to equal the price per share paid

in the subsequent financing, and (iv) adding mandatory repayment provisions, including the application of proceeds from capital raises

and scheduled monthly principal payments.

The amended instrument was evaluated under ASC 470-50,

Debt Modifications and Extinguishments, and the changes were determined to be substantially different from the original terms.

the amendment was accounted for as a debt extinguishment, and the original note was derecognized and replaced with a new instrument measured

at its fair value as of the amendment date.

Unamortized original-issue discount and issuance costs associated with the extinguished note

were removed, and the newly issued instrument will be amortized over its revised term ended December 31, 2025.

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

As of September 24, 2025, the Company entered into

several waiver and amendment agreements with certain convertible note holders (the “Waivers”).

The Waivers permitted the Company

to complete a short-term financing transaction to address liquidity needs and amended the conversion and repayment terms of previously

issued secured convertible notes.

Key changes included (i) an extension in maturity date of the related note to December 31, 2025, (ii)

an increase in the percentage of future capital-raise proceeds required to be applied to debt repayment, and (iii) termination or modification

of existing lock-up provisions.

As of June 30, 2025, an amendment was executed with the holder of the secured

promissory note originally issued on October 22, 2024, which had an original principal balance of $ 1.4 million.

Under the June amendment,

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

Key changes included (i) extending the maturity

date to December 31, 2025, (ii) updating the conversion provisions to permit conversion at any time after the original issue date, subject

to ownership limitations, (iii) modifying the conversion price to equal the price per share paid in the subsequent financing, and (iv)

adding mandatory repayment provisions, including the application of proceeds from capital raises and scheduled monthly principal payments.

The amended instrument was evaluated under ASC 470-50, Debt Modifications

and Extinguishments, and the changes were determined to be substantially different from the original terms.

Accordingly, the amendment

was accounted for as a debt extinguishment, and the original note was derecognized and replaced with a new instrument measured at its

fair value as of the amendment date.

Unamortized original-issue discount and issuance costs associated with the extinguished note were

removed, and the newly issued instrument will be amortized over its revised term ended December 31, 2025.

As of September 24, 2025, the Company entered into several waiver and amendment

agreements with certain convertible note holders (the “Waivers”).

The Waivers permitted the Company to complete a short-term

financing transaction to address liquidity needs and amended the conversion and repayment terms of previously issued secured convertible

Key changes included (i) an extension in maturity date of the related note to December 31, 2025, (ii) an increase in the percentage

of future capital-raise proceeds required to be applied to debt repayment, and (iii) termination or modification of existing lock-up provisions.

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

As of January 30, 2026, the Company entered into extension

and amendment agreements with the holders of three outstanding convertible notes originally issued in October and December 2024.

to the amendments, the maturity dates of the notes were extended from December 4, 2025 to June 4, 2026.

As of January 30, 2026 the parties

also acknowledged the remaining outstanding principal balances of approximately $1.4 million, $0.3 million and $1.0 million, respectively.

In consideration of the extensions and the Company’s existing defaults under the notes, the holders agreed to apply an additional

original issue discount of 25% to the remaining outstanding balances as of January 30, 2026, increasing the aggregate principal amounts

to approximately $1.9 million, $0.4 million and $1.3 million, respectively.

As of January 30, 2026, the Company entered into extension and amendment

agreements with the holders of three outstanding convertible notes originally issued in October and December 2024.

Pursuant to the amendments,

the maturity dates of the notes were extended from December 4, 2025 to June 4, 2026.

As of January 30, 2026 the parties also acknowledged

the remaining outstanding principal balances of approximately $1.4 million, $0.3 million and $1.0 million, respectively.

In consideration

of the extensions and the Company’s existing defaults under the notes, the holders agreed to apply an additional original issue

discount of 25% to the remaining outstanding balances as of January 30, 2026, increasing the aggregate principal amounts to approximately

$1.9 million, $0.4 million and $1.3 million, respectively.

All other terms of the notes remained substantially unchanged.

The Company evaluated the amended instruments under

ASC 470-50, Debt Modifications and Extinguishments, and concluded that the changes did not result in substantially different terms.

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

No gain or loss was recognized in connection

with the amendments, and the effective interest rates were recalculated prospectively based on the revised cash-flow terms.

amounts of the notes continue to include unamortized original-issue discount and issuance costs, which was amortized through the new maturity

date of June 4, 2026.

As of March 31, 2026, all amended instruments

remained outstanding and continued to accrue interest and amortization in accordance with the updated terms.

Factoring agreement

As of March 31, 2026, $ 3.3 million of the

Company’s total $ 11.6 million in notes payable relates to a factoring arrangement accounted for as a secured borrowing.

the arrangement, accounts receivables with a carrying value of $ 3.9 million were pledged as collateral.

The Company remains exposed

to credit risk on the pledged receivables.

Sadot Group, Inc.

The Company evaluated the amended instruments under ASC 470-50, Debt Modifications

and Extinguishments, and concluded that the changes did not result in substantially different terms.

Accordingly, each amendment was accounted

for as a modification of existing debt rather than an extinguishment.

No gain or loss was recognized in connection with the amendments,

and the effective interest rates were recalculated prospectively based on the revised cashflow terms.

The carrying amounts of the notes

continue to include unamortized original-issue discount and issuance costs, which was amortized through the new maturity date of June

to the Condensed Consolidated Financial Statements (Unaudited)

During April and May 2026, all outstanding convertible notes were converted

into shares of the Company’s common stock pursuant to the conversion provisions of the respective note agreements.

The conversions

resulted in a net gain on extinguishment of debt, which was recognized in the Unaudited Condensed Consolidated Statements of Income and

Other Comprehensive Income / (Loss).

As of June 30, 2026, no convertible notes remained outstanding.

Seller Promissory Note - Purchased Assets

In connection with the acquisition of the Purchased Assets described in

Note 12 — Intangible Assets, Net, the Company issued a promissory note to the seller.

Pursuant to Amendment No.

2 to the SPA dated

July 29, 2026, and effective as of the June 2, 2026 closing date, the principal amount of the note was reduced by $500,000, and the Company

issued an amended and restated non-convertible promissory note in the principal amount of $ 4.5 million.

The note bears no stated interest

and matures on June 2, 2028.

Because the note does not bear interest, it was recorded at present value

in accordance with ASC 835-30 using an imputed interest rate of 12%.

The discount is amortized to interest expense over the term of the

note using the effective interest method.

Factoring agreement

As of June 30, 2026, the Company has no factoring arrangements as these

arrangements were part of Sadot Latam which is deconsolidated.

Notes Payable

The Company’s notes payable consist of (i) convertible

notes, (ii) non-convertible notes payable, and (iii) obligations under a factoring agreement accounted for as a secured borrowing.

certain notes contain features that permit settlement in shares of the Company’s common stock.

The Company’s notes payable consist of (i) convertible notes, (ii)

non-convertible notes payable, and (iii) obligations under a factoring agreement accounted for as a secured borrowing.

Only certain notes

contain features that permit settlement in shares of the Company’s common stock.

Summary of Notes Payable

As of March 31, 2026

As of June 30, 2026:

Schedule of Notes Payable

Current Portion

Long-Term Portion

Convertible notes

2 unchanged sentences

Total Notes Payable, net

to the Condensed Consolidated Financial Statements (Unaudited)

As of December 31, 2025:

Current Portion

Long-Term Portion

Convertible notes

2 unchanged sentences

Total Notes Payable, net

As of March 31, 2026 and December 31, 2025, all notes

payable are classified as current, as the Company does not have an unconditional right to defer settlement of these obligations for a

period greater than twelve months from the balance sheet date.

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

As of June 30, 2026, notes payable consisted of current and long-term obligations.

Current notes payable represent obligations due within the next twelve months or obligations for which the Company does not have the ability

to defer settlement beyond twelve months.

Long-term notes payable represent obligations with contractual maturities extending beyond twelve

months from the balance sheet date.

As of December 31, 2025, all notes payable were classified as current.

Non-convertible Notes Payable

The Company’s non-convertible notes payable

consist of short-term borrowings that do not include conversion features and are repayable in cash under contractual terms.

31, 2026, non-convertible notes payable totaled approximately $ 4.7 million.

The outstanding notes have maturity dates ranging from October

2, 2025 through April 30, 2026.

The Company’s non-convertible notes payable consist of short-term

borrowings that do not include conversion features and are repayable in cash under contractual terms.

As of June 30, 2026, net non-convertible

notes payable totaled approximately $ 9.3 million.

The outstanding notes have maturity dates ranging from October 2, 2025 through June

As of December 31, 2025, non-convertible borrowings, including short-term secured debt, totaled $ 4.1 million.

Interest rates on notes payable ranged from 3.75% to 46.00% per annum during 2026 and 2025.

Interest rates

on notes payable ranged from 3.75% to 46.00% per annum during 2026 and 2025.

Notes Payable

The Company repaid a total amount of $ 0.2 million

of the notes payable during the three months ended March 31, 2026, of which $ 0.2 million was repaid in cash and $ 0.0 million was converted

During the year ended December 31, 2025 the Company repaid a total amount of $ 12.1 million of the notes payable, of which

$ 10.4 million was repaid in cash and $ 1.7 million was converted into stock.

The company entered into new loans in the amount

of $ 1.0 million during the three months ended March 31, 2026 and $ 11.7 million for the year ended December 31, 2025, respectively.

As of March 31, 2026, the Company had an aggregate

amount of $ 11.1 million in notes payable, net.

The notes had interest rates ranging between 3.75 % - 46.00 % per annum, due on various dates

through June 2026.

As of March 31, 2026, the Company has outstanding

short-term secured debt in the form of notes payable totaling $ 11.1 million, which is included in the $ 11.1 million in notes payable,

The effective interest rate on the short-term secured debt is 3.75 % - 46.00 %.

Certain of the Company’s notes payable are secured

by assets of the Company and its subsidiaries, and the lenders have recourse to such assets in the event of default.

The maturities of notes payable as of March 31, 2026,

are as follows:

The Company repaid a total amount of $ 3.6 million and $ 3.8 million of the

notes payable during the three and six months ended June 30, 2026, respectively, of which $ 0.0 million and $ 0.2 million was repaid in

cash and $ 0.00 million and $ 3.6 million was converted into stock, respectively.

During the year ended December 31, 2025 the Company repaid

a total amount of $ 12.1 million of the notes payable, of which $ 10.4 million was repaid in cash and $ 1.7 million was converted into stock.

The company entered into new loans in the amount of $ 1.0 million and $ 6.0 million during the three and six months ended June 30, 2026,

respectively, and $ 11.7 million for the year ended December 31, 2025, respectively.

As of June 30, 2026, the Company had an aggregate amount of $ 9.3 million

in notes payable, net.

The notes had interest rates ranging between 0.00 % to 46.00 % per annum, due on various dates through June 30, 2028.

As of June 30, 2026, the Company has outstanding short-term debt in the

form of notes payable totaling $ 5.2 million, which is included in the $ 9.3 million in notes payable, net.

The effective interest rate

on the short-term debt is 3.75 % to 46.00 %.

Certain of the Company’s notes payable are secured by assets of the

Company and its subsidiaries, and the lenders have recourse to such assets in the event of default.

to the Condensed Consolidated Financial Statements (Unaudited)

The maturities of notes payable as of June 30, 2026, are as follows:

Schedule of Maturities of Notes Payable

7 unchanged sentences

Notes payable, net

The Company had an operating lease obligation accounted

for under ASC 842 as of March 31, 2026 related to previously occupied corporate office space.

The Company determines whether a contract

contains a lease at inception.

Operating leases generally have remaining terms of one to five years and may include options to extend

the lease term.

The Company had an operating lease obligation accounted for under ASC 842

related to previously occupied corporate office space.

Operating leases generally have remaining terms of one to five years and may include

options to extend the lease term.

Please see Note 19 – Commitments and Contingencies for further details.

During January 2026, the Company vacated its leased

corporate office space and received notice from the landlord alleging default under the lease agreement, accelerating remaining lease

obligations, and repossessing the premises.

During January 2026, the Company vacated its leased corporate office space

and received notice from the landlord alleging default under the lease agreement, accelerating remaining lease obligations, and repossessing

the premises.

The lease had an original remaining contractual term through March 2029.

As a result of vacating

the premises, the Company determined that the related right-of-use asset was no longer recoverable and recorded a full impairment charge

of approximately $ 110.1 thousand during the three months ended March 31, 2026.

In addition, the Company recorded a write-off of fixed

assets associated with the premises totaling approximately $ 16.8 thousand.

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

The Company continues to recognize an operating lease

liability of approximately $ 94.0 thousand as of March 31, 2026, representing the present value of the remaining contractual lease payments.

The lease liability reflects the Company’s continuing obligation under the lease agreement, as the Company has not been legally

released from its contractual obligations.

Due to the landlord’s acceleration of lease payments, all remaining lease obligations

are classified as due within 2026.

In addition, the Company recorded an accrued lease obligation of approximately $ 16.9 thousand for unpaid

rent and related charges for the period from January through March 2026 under ASC 450, Contingencies.

The landlord may seek additional

damages, including future rent and re-leasing costs;

however, such amounts are not reasonably estimable as of March 31, 2026 and therefore

have not been recorded.

Management will continue to evaluate this matter as additional information becomes available.

The original contractual

lease term extends through March 2029.

The weighted-average remaining lease term and weighted-average discount rate are not presented

due to immateriality.

Current Liabilities

As a result of vacating the premises, the Company

determined that the related right-of-use asset was no longer recoverable and recorded a full impairment charge of $ 110.1 thousand in the

three months ended March 31, 2026.

In addition, the Company recorded a write-off of fixed assets associated with the premises totaling

$ 16.8 thousand in the three months ended March 31, 2026.

The Company continues to recognize an operating lease liability of approximately

$ 94.0 thousand as of June 30, 2026, representing the present value of remaining contractual lease payments.

The lease liability reflects

the Company’s continuing obligation under the lease agreement, as the Company has not been legally released from its contractual

Due to the landlord’s acceleration of lease payments, all remaining lease obligations are classified as due within

The Company recorded accrued lease obligations under ASC 450, Contingencies, of $ 16.9 thousand for the six months ended June 30,

2026 related to unpaid rent and related charges.

No accrued lease obligation was recorded for the three months ended June 30, 2026, the

three months ended June 30, 2025, or the six months ended June 30, 2025.

The landlord may seek additional damages, including future rent and releasing

however, such amounts are not reasonably estimable as of June 30, 2026 and therefore have not been recorded.

Management will continue

to evaluate this matter as additional information becomes available.

The original contractual lease term extends through March 2029.

weighted-average remaining lease term and weighted-average discount rate are not presented due to immateriality.

Other Current Liabilities

Other current liabilities consist of the following:

Schedule of Other current liabilities

March 31, 2026

June 30, 2026

December 31, 2025

Operating lease liability, current

Non-Current Liabilities

to the Condensed Consolidated Financial Statements (Unaudited)

Other Non-Current Liabilities

Other non-current liabilities consist of the following:

Schedule of Other Noncurrent Liabilities

March 30, 2026

June 30, 2026

December 31, 2025

Operating lease liability, non-current

Other non-current liabilities

and Contingencies

Consulting Agreements

On November 14, 2022 (the “Effective Date”),

the Company, Sadot LLC and Aggia LLC FC, a company formed under the laws of United Arab Emirates (“Aggia”) entered into a

Services Agreement (the “Services Agreement”) whereby Sadot LLC engaged Aggia to provide certain advisory services to Sadot

Agri-Food for creating, acquiring and managing Sadot Agri-Foods’s business of wholesaling food and engaging in the purchase and

sale of physical food commodities.

Sadot Group, Inc.

On January 5, 2026, the Company and its former Chief Governance and Compliance

Officer entered into a Separation Agreement pursuant to which that officer’s employment terminated effective January 19, 2026.

connection with the Separation Agreement, the Company recorded a severance and related compensation accrual of approximately $0.7 million,

which is payable in installments over a ten-year period commencing March 1, 2026.

As of June 30, 2026, approximately $ 55 thousand of the

obligation was classified within accrued payroll (a component of accounts payable and accrued expenses) and approximately $ 0.66 million

within Other non-current liabilities.

In accordance with ASC 740-270, “Income Taxes – Interim Reporting”,

the Company is required at the end of each interim period to determine the best estimate of its annual effective tax rate and apply that

rate to year-to-date ordinary income or loss.

The resulting tax expense (or benefit) is adjusted for the tax effect of specific events,

if any, required to be discretely recognized in the interim period as they occur.

The Company recorded no income tax expense for the three

and six months ended June 30, 2026, resulting in an effective tax rate of 0%.

The 0% effective tax rate for the current period is primarily attributable

to the continued utilization of net operating loss carryforwards.

The deferred tax asset (“DTA”) related to these NOLs is

subject to a full valuation allowance which was previously recorded.

As a result, although there is current period income, the corresponding

income tax expense is offset by a reduction in the valuation allowance, resulting in no net income tax expense.

The Company continues

to maintain a full valuation allowance against its deferred tax assets as it has not yet concluded that it is more likely than not that

the deferred tax assets will be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute

for the financial statement recognition and measurement of tax positions taken or expected to be taken in a corporate tax return.

those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation

are referred to as unrecognized benefits.

A liability is recognized (or amount of net operating loss carryforward or amount of tax refundable

is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority

for a tax position that was not recognized as a result of applying the provisions of ASC Topic 740.

The Company believes there are no

uncertain tax positions in prior year tax filings and therefore it has not recorded a liability for unrecognized tax benefits.

to the Condensed Consolidated Financial Statements (Unaudited)

As consideration for Aggia providing the services

to Sadot Agri-Food, the Company agreed to issue shares of common stock of the Company, par value $ 0.0001 per share, to Aggia subject to

Sadot Agri-Food generating net income measured on a quarterly basis at per share price of $ 15.6250 , subject to equitable adjustments for

any combinations or splits of the common stock occurring following the Effective Date.

Upon Sadot Agri-Food generating net income for

any fiscal quarter, the Company shall issue Aggia a number of shares of common stock equal to the net income for such fiscal quarter divided

by the per share price (the “Shares”).

The Company may only issue authorized, unreserved shares of common stock.

will not issue Aggia in excess of 1,442,428 shares representing 49.9 99% of the number of issued and outstanding shares of common stock

as of the Effective Date.

Further, once Aggia has been issued a number of shares constituting 19.99 % of the issued and outstanding shares

of common stock of the Company, no additional shares shall be issued to Aggia unless and until this transaction has been approved by the

shareholders of the Company.

In the event that the shares cap has been reached, then the remaining portion of the net income, if any,

not issued as shares shall accrue as debt payable by Sadot Group to Aggia until such debt has reached a maximum of $ 71.5 million.

Company will prepare the shares earned calculation after the annual audit or quarter review is completed by the auditors.

The shares will

be issued within 10 days of the final calculation.

On July 14, 2023 (the “Addendum Date”),

effective April 1, 2023, the parties entered into Addendum 2 to the Services Agreement (“Addendum 2”) pursuant to which the

parties amended the compensation that Aggia is entitled.

Pursuant to Addendum 2, on the Addendum Date, the

Company issued 885,546 shares (the “Shares”) of common stock, par value $ 0.0001 per share, of the Company, which such Shares

represent 1,442,428 Shares that Aggia is entitled to receive pursuant to the Services Agreement less the 556,882 Shares that have been

issued to Aggia pursuant to the Services Agreement as of the Addendum Date.

The Company will not issue Aggia in excess of 1,442,428 Shares

representing 49.9 % of the number of issued and outstanding shares of common stock as of the effective date of the Services Agreement.

The Shares shall be considered issued and outstanding as of the Addendum Date and Aggia shall hold all rights associated with such Shares.

The Shares vest on a progressive schedule, at a rate equal to the net income of Sadot Agri-Foods, calculated quarterly divided by $ 31.25 ,

which for accounting purposes shall equal 40 % of the net income of Sadot Agri-Foods, calculated quarterly divided by $ 12.50 .

30 day period after July 14, 2028 (the “Share Repurchase Date”), Aggia may purchase any Shares not vested.

All Shares not

vested or purchased by Aggia, shall be repurchased by the Company from Aggia at per share price of $ 0.0001 per share.

Further, the parties

clarified that the Lock Up Agreement previously entered between the Company and Aggia dated November 16, 2022 shall be terminated on May

16, 2024 provided that any Shares that have not vested or been purchased by Aggia may not be transferred, offered, pledged, sold, subject

to a contract to sell, granted any options for the sale of or otherwise disposed of, directly or indirectly.

Following the Share Repurchase

Date, in the event that there is net income for any fiscal quarter, then an amount equal to 40% of the net income shall accrue as debt

payable by Sadot Group to Aggia (the “Debt”), until such Debt has reached a maximum of $ 71.5 million.

Additionally, for the years ended December 31, 2025

and 2024, the Company reimbursed Aggia for all operating costs related to Sadot Agri-Foods operating expenses including labor, operating

expenses and general administrative expenses of $ 0.0 million, $ 0.0 million and $ 1.9 million, respectively and all operating costs related

to Sadot Agri-Foods including labor, operating expenses and general administrative expenses of $ 1.8 million and $ 0.3 million and $ 1.7

million respectively.

On November 24, 2025, the Services Agreement with

Aggia was terminated and the parties’ ongoing consulting and performance-based compensation arrangement

As a result of the termination, no further services will be provided by Aggia and no additional performance-based share issuances

or related contingent compensation will be earned under the agreement.

Any previously issued shares and any residual rights or obligations,

if applicable, will continue to be governed by the terms of the agreement as amended prior to termination.

On November 20, 2025, the Company

entered into a 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, and to fully settle, compromise, and discharge all claims, debts, obligations, and

liabilities arising out of or related to the Agreement Documents.

Sadot Group, Inc.

In accordance with ASC Topic 740, interest costs related to unrecognized

tax benefits are required to be calculated (if applicable) and would be classified as “Interest expense, net”.

incurred would be recognized as a component of “Selling, general and administrative” expenses.

The Company files corporate income tax returns in the United States (federal)

and in various state and local jurisdictions.

In most instances, the Company is no longer subject to federal, state and local income tax

examinations by tax authorities for years prior to 2015.

Commitments and Contingencies

Consulting Agreements

On November 14, 2022, the Company entered into a Services Agreement with

Sadot LLC and Aggia LLC FC, a company formed under the laws of United Arab Emirates, whereby Aggia provided advisory services for creating,

acquiring and managing Sadot Agri-Foods’ wholesale food business and physical commodity trading operations.

Compensation under the

original agreement consisted of performance-based share issuances and contingent debt obligations.

In July 2023, the parties amended the compensation arrangement.

issued 885,546 shares to Aggia and agreed to vest additional shares based on Sadot Agri-Foods’ quarterly net income through July

On November 20, 2025, the Company entered into a Settlement Agreement and Mutual Release with Aggia to terminate the Services Agreement

and fully settle all claims, debts, obligations and liabilities.

As a result of the termination, no further services will be provided

by Aggia and no additional performance-based share issuances or contingent compensation will be earned.

Shareholder approval for the issuance

of 793,000 remaining shares under the settlement was obtained on April 13, 2026, and the shares were issued in May 2026.

The Company reimbursed

Aggia for all operating costs related to Sadot Agri-Foods, totaling $ 1.8 million for the year ended December 31, 2025.

Please see Note

20 – Equity for further details.

Purchase Agreement with Helena Global Investment Opportunities I Ltd.

On September 23, 2025, the Company entered into a Purchase Agreement with

Helena Global Investment Opportunities I Ltd.

(“Helena”), pursuant to which the Company has the right, but not the obligation,

to sell up to $ 10,000,000 of its common stock to Helena from time to time, subject to certain limitations and conditions.

through Advance Notices at a purchase price equal to 97% of the lowest daily closing volume weighted average price during the applicable

pricing period.

In connection with the Purchase Agreement, the Company issued 13,849 commitment fee shares and agreed to pay a placement

agent fee of 1.25%.

If the Company has not submitted Advance Notices in an aggregate amount

of at least $ 2,000,000 prior to the date that is six months following the effective date of the registration statement covering the shares,

the Company is required to pay Helena liquidated damages of $100,000 for every 30-day period thereafter until that amount is met.

registration statement is not filed or declared effective by the applicable deadlines, the Company is required to pay Helena partial liquidated

damages equal to 2.0% of the commitment amount on each such event date and on each monthly anniversary thereafter.

As of June 30, 2026

and December 31, 2025, the Company had accrued $1.8 million and $0.6 million, respectively, in respect of such liquidated damages, which

is included in accounts payable and accrued expenses.

Sales under the Purchase Agreement are subject to a 4.99% ownership limitation,

a registration limitation and a 19.99% exchange cap unless shareholder approval is obtained.

In July 2026, the agreement with Helena was

terminated and the Company made a payment to Helena in the amount of $350 thousand.

to the Condensed Consolidated Financial Statements (Unaudited)

Disposition of Sadot Latam LLC — Legal Support Obligation and

Indemnification

In connection with the sale of the membership interests of Sadot Latam

LLC on June 26, 2026, the Company agreed, for a period of six (6) months following the Closing Date, to provide at its sole cost and expense

all legal support, cooperation and assistance reasonably necessary in connection with all litigation and disputes involving Sadot Latam

LLC that existed as of the Closing Date, including providing legal representation through counsel selected and compensated by the Company.

The Company’s obligation extends to all such matters relating to events, circumstances or conditions existing prior to the Closing

Date, whether or not pending, threatened or known as of that date.

During the six-month period the Company has the right to control the

defense and settlement of such matters, provided that it may not settle any matter without the purchaser’s prior written consent

if the settlement would impose material ongoing obligations on Sadot Latam LLC or the purchaser, require an admission of wrongdoing, result

in injunctive relief, or have a material adverse effect.

The Company also agreed to indemnify the purchaser and its affiliates against

losses arising out of or relating to any inaccuracy in or breach of the Company’s representations and warranties, any breach of

its covenants, taxes of Sadot Latam LLC for periods ending on or before the Closing Date, and any failure to provide the legal support

described above.

Indemnification in respect of breaches of representations and warranties, other than the fundamental representations

and those relating to taxes, is subject to a threshold of $50,000 and a maximum aggregate liability of $1,000,000.

There is no contractual

limitation on the Company’s indemnification obligations in respect of the fundamental representations, the representations relating

to taxes, or breaches of covenants.

The representations and warranties survive for two years following the Closing Date, except that the

fundamental representations survive indefinitely, those relating to taxes survive until expiration of the applicable statute of limitations,

and those relating to environmental matters survive for five years.

As of June 30, 2026, no indemnification claim had been asserted and

$0 has been recorded in respect of these obligations.

The Company is also responsible for the tax returns and taxes of Sadot Latam LLC

for periods ending on or before the Closing Date.

For a period of two years following the Closing Date the Company has agreed to non-solicitation

and non-competition covenants.

Litigations, Claims and Assessments

On June 26, 2026, the Company sold 100% of the membership interests of

Sadot Latam LLC.

The purchaser acquired the interests on an “as is, where is” basis, inclusive of all existing and threatened

litigation, claims and liabilities of that entity, and without recourse to the Company in respect of such liabilities.

The Company evaluated

each proceeding to determine whether the obligation is that of Sadot Latam LLC alone or whether the Company or another of its subsidiaries

is a named party, co-obligor or guarantor.

Accrued liabilities in respect of proceedings in which Sadot Latam LLC was the sole obligor

were derecognized on the closing date;

accrued liabilities in respect of proceedings naming the Company were retained.

Accrued litigation

expenses of $13.9 million were derecognized in connection with the deconsolidation.

Please see Note 6 – Disposition and Deconsolidation

of Sadot Latam LLC.

Lombard Trading International Corp.

commenced two

related proceedings against Sadot Latam, LLC and the Company and in the 11th Judicial Circuit of Florida in and for Miami-Dade County,

Florida (Case No.:

2024-020971-CA-01 & 2025-021675-CA-01).

In each case, plaintiff alleges a breach of contract claim related to an

agricultural commodities transaction against Sadot Latam, LLC and seeks damages in the approximate amount of $ 7.4 million and $ 17 million,

respectively.

The plaintiff also alleges an alter ego and contract guaranty claim against the Company related to the alleged breach of

The original claims have been substantially narrowed through the Company’s successful motions practice.

The Company denies

the allegations and has filed its Answer, Affirmative Defenses, and Counterclaim, asserting a counterclaim of approximately $1.6 million

against the plaintiff for amounts paid by the Company for which no goods were delivered.

The Company has also filed a motion to dismiss

the alter ego and contract guaranty claims.

While the Company believes it has meritorious defenses, it cannot predict the outcome of this

matter or reasonably estimate the range of potential loss at this time.

Based on the assessment of the Company’s legal counsel,

a loss in respect of the plaintiff’s claim is reasonably possible but not probable, and the amount or range of potential loss cannot

be reasonably estimated at this time.

Accordingly, no contingent liability has been accrued in accordance with ASC 450 as of March 31,

In August 2023, the Company closed on the acquisition

of approximately 5,000 acres of farmland in the Mkushi Region of Zambia through Sadot Zambia.

Sadot Zambia is 100% owned by Sadot Enterprises

Limited, which is 70% owned by Sadot LLC.

On December 11, 2025, the High Court for Zambia (Commercial Division) delivered a judgment in

the case of Cropit Farming Limited v.

Sadot LLC (2025/HPC/0184).

The Court declared the Pre-Conditional Offer Agreement, the Purchase

of Receivables and Validation Agreement, and the Joint Venture Agreement between the parties to be invalid, non-binding, and unenforceable.

As a result, the Company, has lost possession, control, and ownership of approximately 5,000 acres of farmland in Mkushi, Zambia, which

had been placed in escrow pursuant to the invalidated agreements.

The Court dismissed Cropit Farming Limited’s claims for monetary

damages but ordered Sadot LLC, a wholly owned subsidiary of the Company, to pay Cropit Farming Limited’s litigation costs.

The Company’s

counterclaims were also dismissed.

commenced two related proceedings against

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

2024-020971-CA-01

& 2025-021675-CA-01).

In each case, plaintiff alleges a breach of contract claim related to an agricultural commodities transaction

against Sadot Latam, LLC and seeks damages in the approximate amount of $ 7.4 million and $ 17 million, respectively.

The plaintiff also

alleges an alter ego and contract guaranty claim against the Company related to the alleged breach of contract.

The original claims have

been substantially narrowed through the Company’s successful motions practice.

The Company denies the allegations and has filed

its Answer, Affirmative Defenses, and Counterclaim, asserting a counterclaim of approximately $1.6 million against the plaintiff for amounts

paid by the Company for which no goods were delivered.

The Company has also filed a motion to dismiss the alter ego and contract guaranty

While the Company believes it has meritorious defenses, it cannot predict the outcome of this matter or reasonably estimate the

range of potential loss at this time.

Based on the assessment of the Company’s legal counsel, a loss in respect of the plaintiff’s

claim is reasonably possible but not probable, and the amount or range of potential loss cannot be reasonably estimated at this time.

Accordingly, no contingent liability has been accrued in accordance with ASC 450 as of June 30, 2026.

to the Condensed Consolidated Financial Statements (Unaudited)

In August 2023, the Company acquired approximately 5,000 acres of farmland

in the Mkushi Region of Zambia through Sadot Zambia.

Sadot Zambia was 100% owned by Sadot Enterprises Limited, which is 70% owned by Sadot

On December 11, 2025, the High Court for Zambia (Commercial Division) delivered a judgment in Cropit Farming Limited v.

(2025/HPC/0184).

The Court declared the PreConditional Offer Agreement, the Purchase of Receivables and Validation Agreement, and the

Joint Venture Agreement between the parties to be invalid, non-binding, and unenforceable.

As a result, the Company has lost possession,

control, and ownership of approximately 5,000 acres of farmland in Mkushi, Zambia.

The Court dismissed Cropit Farming Limited’s

claims for monetary damages but ordered Sadot LLC to pay Cropit Farming Limited’s litigation costs.

The Company’s counterclaims

were also dismissed.

The Company has filed an appeal seeking recovery of $ 3.5 million.

The appeal process is expected to

take in excess of one year.

The appeal process is expected to take in excess

There is no guarantee that the Company will be successful in such appeal.

While the Court has ordered the

Company to pay Cropit Farming Limited’s litigation costs, the amount of such costs has not yet been determined.

Accordingly, no

liability has been accrued as of March 31, 2026, as the amount of the obligation is not reasonably estimable.

Zen-Noh Grain Corporation commenced commodity arbitration

proceedings against Sadot Group Inc.

Subsequent to June 30, 2026, the High Court ascertained

the litigation costs owed to Cropit at approximately $ 11,447 .

The Company is evaluating the impact of this obligation in connection with

the pending appeal.

Zen-Noh Grain Corporation commenced commodity arbitration proceedings against

Sadot Group Inc.

and Sadot Latam LLC claiming non-delivery under a grain sales contract.

The Company denies liability

on the basis that Sadot Group Inc.

The Company denies liability on the basis that

Sadot Group Inc.

was not a party to the underlying contract and that Sadot Latam LLC performed its obligations.

final round of submissions was allowed by the Tribunal, the final of which will be made in May 2026 by the Claimant.

The Company believes

it has meritorious defenses, including jurisdictional grounds for dismissal of the claim against Sadot Group Inc., but the outcome of

arbitration proceedings is inherently uncertain and cannot be predicted.

Based on the assessment of the Company’s legal counsel,

a loss is reasonably possible but not probable, and the amount or range of potential loss cannot be reasonably estimated at this time.

Accordingly, no contingent liability has been accrued in accordance with ASC 450 as of March 31, 2026.

Kevin Mohan v Sadot Group Inc., formerly Muscle Maker,

(AAA Case No.

01-25-0003- 4507).

Former Chairman’s employment claims under Texas law exceeding $0.3 million (excluding unvested

The Claimant failed to pay the arbitrator’s deposit.

The arbitration was suspended on 5 March 2026 (Preliminary Order No.

3) and terminated without prejudice on 31 March 2026 (Preliminary Order No.

4, Arbitrator John Allen Chalk, Sr.) pursuant to AAA Rule

No award was made and no liability was determined.

The Claimant retains the right to refile until approximately March 2029 (limitation).

It is too early to assess whether there would be a continuation to this claim, resulting in a loss and even if there was a loss the amount

of such a loss cannot be estimated.

A further final round

of submissions was allowed by the Tribunal, the final of which was made in May 2026.

The Company believes it has meritorious defenses,

including jurisdictional grounds for dismissal of the claim against Sadot Group Inc., but the outcome of arbitration proceedings is inherently

uncertain and cannot be predicted.

Based on the assessment of the Company’s legal counsel, a loss is reasonably possible but not

probable, and the amount or range of potential loss cannot be reasonably estimated at this time.

Accordingly, no contingent liability

has been accrued in accordance with ASC 450 as of June 30, 2026.

Kevin Mohan, a former Chairman, commenced arbitration proceedings against

the Company claiming employment contract breaches under Texas law.

The arbitration was suspended on March 5, 2026 and terminated without

prejudice on March 31, 2026 pursuant to American Arbitration Association Rule 56(d) due to claimant’s failure to pay the arbitrator’s

No award was made.

The Claimant retains the right to refile until approximately March 2029.

On April 2, 2026, Mr.

Mohan filed a complaint against the Company in the United States District Court

for the District of Texas alleging breaches of employment contract and damages in the amount greater than $250,000 and less than $1,000,000

relating to alleged unpaid performance bonuses.

The Company believes the plaintiffs’ positions are without merit and intends to

vigorously defend itself in all respects.

No contingent liability has been recorded as of March 31, 2026.

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

a complaint against the Company in the United States District Court for the District of Texas alleging breaches of employment contract

and seeking damages in the amount greater than $250,000 and less than $1,000,000 relating to alleged unpaid performance bonuses.

believes the claims are without merit and intends to vigorously defend itself.

Based on the assessment of the Company’s legal counsel,

a loss is reasonably possible but not probable, and the amount or range of potential loss cannot be reasonably estimated.

no contingent liability has been recorded as of June 30, 2026.

Nuval Trade S.A.

Sadot Latam LLC (GAFTA No.

is a GAFTA arbitration arising from two soybean meal contracts.

On April 17, 2026, a partial award was issued in favor of Nuval Trade

against Sadot Latam LLC (not Sadot Group Inc.).

The award relates to contracts dated February 27, 2024 and April 9, 2024, and grants

approximately $12.0 million in damages.

In addition, the award provides for interest at 5% per annum, compounded quarterly, on approximately

$11.1 million from August 13, 2024 and on approximately $1.0 million from February 11, 2025 until the date of payment, as well as reimbursement

of Nuval’s legal fees and arbitration costs.

As of March 31, 2026, the total estimated liability, including interest and costs,

was approximately $12.9 million, which has been accrued.

The Andersons, Inc.

On September 26,

2025, The Andersons, Inc.

filed an admiralty and maritime action in the United States District Court for the Southern District of Ohio

in aid of an arbitration proceeding against the Company’s subsidiaries, Sadot LLC and Sadot Latam, alleging breach of a contract

for the sale of Argentine wheat and seeking approximately $521,641 plus alleged dispatch, pre-award interest, and other fees.

2026, The Andersons initiated a related GAFTA arbitration against the same parties.

On March 9, 2026, The Andersons amended its complaint

to add the Company as a defendant.

The Company intends to defend these claims.

Based on the assessment of the Company’s legal counsel,

a loss is reasonably possible, but not probable, and the amount or range of any potential loss cannot be reasonably estimated at this

Accordingly, no contingent liability has been accrued under ASC 450 as of March 31, 2026.

Star Fund commenced proceedings alleging that Sadot

guaranteed Sadot Latam LLC’s obligations under a factoring agreement and claiming approximately $2.9 million.

against Sadot Group Inc.

was based solely on a 2023 board resolution authorizing management to guarantee subsidiary debt with specified

No executed guaranty document exists and Star Fund was not named in the resolution.

The guaranty count was dismissed by agreement

on December 9, 2025.

19-403) is a GAFTA arbitration

arising from two soybean meal contracts dated February 27, 2024 and April 9, 2024.

On April 17, 2026, a partial award was issued in favor

of Nuval Trade S.A.

against Sadot Latam LLC only, granting approximately $12.0 million in damages.

In addition, the award provides for

interest at 5% per annum, compounded quarterly, on approximately $11.1 million from August 13, 2024 and on approximately $1.0 million

from February 11, 2025 until the date of payment, as well as reimbursement of Nuval’s legal fees and arbitration costs.

names Sadot Latam LLC only.

The accrued liability in respect of this matter, in the amount of $13.2 million as of the Closing Date and

was derecognized in connection with the deconsolidation of Sadot Latam LLC.

The Company is not a named party to this arbitration.

Company remains obligated to provide legal support in respect of this matter for a period of six months following the Closing Date, as

described above.

to the Condensed Consolidated Financial Statements (Unaudited)

On September 26, 2025, The Andersons, Inc.

filed an admiralty and maritime

action in the United States District Court for the Southern District of Ohio in aid of arbitration, naming as defendants Sadot LLC, a

wholly owned subsidiary of the Company, and Sadot Latam LLC, then an indirect wholly owned subsidiary of the Company held through Sadot

The complaint alleges breach of a contract for the sale of Argentine wheat and seeks approximately $521,641, together with alleged

dispatch, pre-award interest and other fees.

On March 9, 2026, The Andersons amended its complaint to add the Company as a defendant,

such that the defendants in the District Court action are the Company, Sadot LLC and Sadot Latam LLC.

The claims against the defendants

arise from the same alleged contract and are not additive.

Separately, in February 2026, The Andersons commenced a related arbitration

proceeding under the arbitration rules of the Grain and Feed Trade Association (“GAFTA”) against Sadot LLC.

Neither the Company

nor Sadot Latam LLC is a party to the GAFTA arbitration.

On June 26, 2026, the Company sold all of the membership interests in Sadot Latam

LLC, and Sadot Latam LLC is not a subsidiary of the Company as of June 30, 2026.

It remains a defendant in the District Court action.

The Company remains obligated to provide legal support in respect of this matter for a period of six months following the Closing Date,

as described above.

The Company therefore continues to have exposure as a named defendant in the District Court action.

Based on the assessment

of the Company’s legal counsel, a loss is reasonably possible but not probable, and the amount or range of potential loss cannot

be reasonably estimated at this time.

Accordingly, no contingent liability has been accrued under ASC 450 as of June 30, 2026.

will continue to evaluate this matter as additional information becomes available.

Star Fund commenced proceedings alleging that Sadot Group Inc.

Sadot Latam LLC’s obligations under a factoring agreement and claiming approximately $2.9 million.

The claim against Sadot Group

was based solely on a 2023 board resolution authorizing management to guarantee subsidiary debt with specified lenders.

guaranty document exists and Star Fund was not named in the resolution.

The guaranty count was dismissed by agreement on December 9, 2025.

A motion for summary judgment by a codefendant was heard on February 25, 2026 and remains under advisement.

the dismissal by agreement of the guaranty count on December 9, 2025, the only count remaining against Sadot Group Inc.

is a derivative

unjust enrichment claim, in respect of which the Company maintains it has meritorious defenses on the basis that no executed guaranty

document exists, no benefit was received by Sadot Group Inc., and Star Fund was not a party identified in the underlying 2023 board resolution.

The matter remains pending against Sadot Group Inc.

Following the dismissal by

agreement of the guaranty count on December 9, 2025, the only count remaining against Sadot Group Inc.

is a derivative unjust enrichment

claim, in respect of which the Company maintains it has meritorious defenses on the basis that no executed guaranty document exists, no

benefit was received by Sadot Group Inc., and Star Fund was not a party identified in the underlying 2023 board resolution.

remains pending against Sadot Group Inc.

and Sadot Latam LLC.

Based on the assessment of the Company’s legal counsel,

a loss in respect of the residual claim against Sadot Group Inc.

is reasonably possible but not probable, and the amount or range of potential

loss cannot be reasonably estimated at this time.

Accordingly, no contingent liability has been accrued in accordance with ASC 450 as

of March 31, 2026.

Based on the assessment of the Company’s legal counsel, a loss in

respect of the residual claim against Sadot Group Inc.

is reasonably possible but not probable, and the amount or range of potential loss

cannot be reasonably estimated at this time.

Accordingly, no contingent liability has been accrued in accordance with ASC 450 as of June

Rocket Capital NY LLC v.

Sadot Latam LLC.

The plaintiff

commenced proceedings in connection with a merchant cash advance arrangement entered into by Sadot Latam LLC.

The claim is against Sadot

Latam LLC only.

The matter is at a preliminary stage.

The Company denies the allegations and will defend the proceedings.

assessment of the Company’s legal counsel, a loss is reasonably possible but not probable, and the amount or range of potential

loss cannot be reasonably estimated at this time.

Accordingly, no contingent liability has been accrued in accordance with ASC 450 as

of March 31, 2026.

The plaintiff commenced proceedings

in connection with a merchant cash advance arrangement entered into by the Company.

The Company had recorded a note payable to Rocket

Capital as of June 30, 2026.

The Company denies the allegations and intends to defend the proceedings.

This matter was settled in July

See Note 22 – Subsequent Events for further details.

Centurion MPP Pte.

Sadot Latam LLC.

commenced proceedings in Singapore arising out of an alleged breach of a commodity sale and purchase contract.

The claim is against Sadot

Latam LLC only.

The matter is at a preliminary stage.

The Company denies the allegations and will defend the proceedings.

assessment of the Company’s legal counsel, a loss is reasonably possible but not probable, and the amount or range of potential

loss cannot be reasonably estimated at this time.

Accordingly, no contingent liability has been accrued in accordance with ASC 450 as

of March 31, 2026.

Sadot Group, Inc.

The claimant commenced proceedings

in Singapore arising out of an alleged breach of a commodity sale and purchase contract against Sadot Latam LLC only.

The matter is at

a preliminary stage.

Based on the assessment of the Company’s legal counsel, a loss is reasonably possible but not probable, and

the amount or range of potential loss cannot be reasonably estimated.

The claim was against Sadot Latam LLC and was derecognized in connection

with the deconsolidation of Sadot Latam LLC on June 26, 2026.

Accordingly, no contingent liability has been accrued in accordance with

ASC 450 as of June 30, 2026.

OSR Rotterdam BV filed a maritime attachment claim against Sadot Latam

LLC on April 14, 2025 arising from an alleged breach of a charter party.

OSR claims a contractual cancellation fee of $ 250,000 plus interest.

In May 2026, summary judgment was entered against Sadot Latam LLC and the Company.

The Company has recorded an accrued litigation liability

of $ 265,000 as of June 30, 2026 related to this matter.

The liability was retained by the Company and was not removed as part of the deconsolidation

of Sadot Latam LLC.

Based on the assessment of the Company’s legal counsel, the Company has accrued the estimated loss associated

with this matter;

however, the amount of any additional interest, costs, or enforcement charges, if any, cannot be reasonably estimated

at this time.

to the Condensed Consolidated Financial Statements (Unaudited)

OSR Rotterdam BV filed a maritime attachment claim

against Sadot Latam LLC on April 14, 2025 arising from an alleged breach of a charter party.

OSR claims a contractual cancellation fee

of $ 250,000 plus interest.

The Company has recorded $ 250,000 within accounts payable as of March 31, 2026 in respect of the principal

Based on the assessment of the Company’s legal counsel, a loss is probable and the principal amount has been accrued;

amount of any further interest, costs, and enforcement charges in excess of the accrued sum cannot be reasonably estimated at this time.

On April 4, 2026, a former employee of the Company

filed a complaint against the Company and its chief executive officer in the United States District Court for the District of New Jersey

alleging breaches of employment contract and damages in the amount of $144,212 plus punitive damages relating to alleged unpaid performance

bonuses, vacation time, and severance.

The Company believes the plaintiff’s positions are without merit and intends to vigorously

defend itself in all respects.

In early May 2026 the employee agreed to dismiss the complaint and move to an arbitration in Texas.

On April 4, 2026, a former employee of Sadot Group Inc.

filed a complaint

against Sadot Group Inc.

and its chief executive officer in the United States District Court for the District of New Jersey alleging breaches

of employment contract and damages in the amount of $144,212 plus punitive damages relating to alleged unpaid performance bonuses, vacation

time, and severance.

The Company believes the claims are without merit and intends to vigorously defend itself.

In early May 2026, the

employee agreed to dismiss the complaint and proceed to arbitration in Texas.

Accordingly, no contingent liability has been accrued in

accordance with ASC 450 as of June 30, 2026.

On February 18, 2026, Lisiten Associates Inc.

a complaint against the Company in the Supreme Cout of the State of New York, County of New York, alleging unpaid brokerage fees in connection

with the sale of the Company’s restaurant business in the amount of $319,000 plus treble damages.

The Company believes the plaintiff’s

positions are without merit and intends to vigorously defend itself in all respects.

In the normal course of business, the Company may

be involved in legal proceedings, claims and assessments arising in the ordinary course of business.

In the opinion of management after

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

The Company records legal costs associated with loss

contingencies as incurred and accrues for all probable and estimable settlements after consulting legal counsel.

filed a complaint against Sadot

in the Supreme Court of the State of New York, County of New York, alleging unpaid brokerage fees in connection with the sale

of the Company’s restaurant business, plus treble damages.

The Company believes the plaintiffs’ positions are without merit

and intends to vigorously defend itself in all respects.

Based on information available as of June 30, 2026, management has accrued a

contingent liability in respect of this matter under ASC 450.

The Company will continue to evaluate this matter as additional information

becomes available.

On July 30, 2026, the Circuit Court of the Fourth Judicial Circuit in and

for Duval County, Florida entered a Final Judgment After Default in favor of SCGV-Baymeadows, LLC against Pokémoto, LLC and Sadot

Group, Inc.., jointly and severally, in the total amount of $147,768.56, consisting of principal, late charges, costs, and prejudgment

interest, with post-judgment interest accruing at 18% per year.

As of June 30, 2026, the Company has recorded an accrued litigation liability

of $ 147,768 .56 related to this matter, representing the full judgment amount.

In the normal course of business, the Company may be involved in legal

proceedings, claims and assessments arising in the ordinary course of business.

In the opinion of management after consulting legal counsel,

such matters are currently not expected to have a material impact on the Company’s financial statements.

The Company records legal costs associated with loss contingencies as incurred

and accrues for all probable and estimable settlements after consulting legal counsel.

Accrued loss contingencies

The Company had accrued loss contingencies in respect of the matters described

above of $775 thousand as of June 30, 2026 and $13,466 thousand as of December 31, 2025, which are included in Accounts payable and accrued

The decrease is attributable principally to the derecognition of accrued liabilities of Sadot Latam LLC on deconsolidation,

including $13.2 million in respect of the Nuval Trade S.A.

arbitration, offset by amounts newly accrued during the period, including $265

thousand in respect of the OSR Rotterdam BV matter and $148 thousand in respect of the SCGV-Baymeadows, LLC judgment.

NASDAQ Notice

On January 8, 2026, the Company received notice that

it was not in compliance with Nasdaq Listing Rule 5620(a) due to the failure to hold an annual meeting within twelve months of fiscal

The Company submitted a compliance plan on February 16, 2026, and on March 9, 2026 Nasdaq granted an extension until June 29,

2026 to regain compliance.

Subsequent to quarter-end, the Company held its annual meeting of shareholders on April 13, 2026, thereby satisfying

the requirements of Nasdaq Listing Rule 5620(a).

On May 5, 2026, Sadot Group Inc.

(the “Company”)

received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company

that it no longer satisfies the minimum shareholders’ equity requirement for continued listing on the Nasdaq Capital Market set

forth in Nasdaq Listing Rule 5550(b)(1).

Specifically, the Company’s shareholders’ equity as reported in its Annual Report

on Form 10-K for the fiscal year ended December 31, 2025 was ($54,745,000).

The Company does not meet the alternative compliance standards

of either a market value of listed securities of $35 million or net income from continuing operations of $ 500,000 in the most recently

completed fiscal year or in two of the last three most recently completed fiscal years.

Under Nasdaq rules, the Company has 45 calendar

days from the date of the letter (until June 22, 2026) to submit a plan to regain compliance.

If the plan is accepted, Nasdaq may grant

an extension of up to 180 calendar days from the date of the letter to evidence compliance.

The letter has no immediate effect on the

listing or trading of the Company’s common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “SDOT,”

subject to the Company’s continued compliance with other listing requirements.

The Company intends to submit a compliance plan to

Nasdaq within the required timeframe and is evaluating various strategic options to regain compliance.

There can be no assurance that

the plan will be accepted by Nasdaq, that any extension will be granted, or that the Company will regain compliance within the allotted

Sadot Group, Inc.

On January 8, 2026, the Company received notice that it was not in compliance

with Nasdaq Listing Rule 5620(a) due to the failure to hold an annual meeting within twelve months of fiscal year-end.

The Company submitted

a compliance plan on February 16, 2026, and on March 9, 2026 Nasdaq granted an extension until June 29, 2026 to regain compliance.

Company held its annual meeting of shareholders on April 13, 2026, thereby satisfying the requirements of Nasdaq Listing Rule 5620(a).

to the Condensed Consolidated Financial Statements (Unaudited)

On May 5, 2026, the Company received a letter from the Listing Qualifications

Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it no longer satisfies the minimum shareholders’

equity requirement for continued listing on the Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(b)(1).

Specifically, the Company’s

shareholders’ equity as reported in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 was ($54,745,000).

The Company does not meet the alternative compliance standards of either a market value of listed securities of $35 million or net income

from continuing operations of $ 500,000 in the most recently completed fiscal year or in two of the last three most recently completed

fiscal years.

On August 3, 2026, the Company received a letter (the “Compliance

Letter”) from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that, based upon the

Company’s Current Report on Form 8-K dated July 17, 2026, the Staff has determined that the Company complies with the minimum stockholders’

equity requirement for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(b)(1).

As previously disclosed,

on May 5, 2026, the Staff notified the Company that it did not comply with the minimum $2.5 million stockholders’ equity requirement

of Nasdaq Listing Rule 5550(b)(1) and that it did not otherwise satisfy the alternative continued listing standards of at least $35 million

market value of listed securities set forth in Nasdaq Listing Rule 5550(b)(2) or $ 500,000 of net income from continuing operations set

forth in Nasdaq Listing Rule 5550(b)(3).

The Company thereafter submitted a plan to regain compliance to the Staff and, in its Current

Report on Form 8-K dated July 17, 2026, reported, among other things, the Company’s pro forma stockholders’ equity after giving

effect to the previously disclosed transactions described therein.

The Compliance Letter further provides that if the Company fails to

evidence compliance with Nasdaq Listing Rule 5550(b)(1) upon filing its periodic report for the period ended September 30, 2026, the Company

may be subject to delisting.

In that event, the Staff would provide written notification to the Company, and the Company would have the

right to appeal the Staff’s determination to a Nasdaq Hearings Panel.

There can be no assurance that the Company will evidence compliance

with the stockholders’ equity requirement upon the filing of its periodic report for the period ended September 30, 2026 or that

the Company will otherwise maintain compliance with the other continued listing requirements of The Nasdaq Capital Market.

The Compliance

Letter has no immediate effect on the listing or trading of the Company’s common stock, which continues to trade on The Nasdaq Capital

Market under the symbol “SDOT.”

Stock Option and Stock Issuance Plan

The Company’s board of directors and shareholders

approved and adopted on October 7, 2021 the 2021 Equity Incentive Plan (“2021 Plan”) under which stock options and restricted

stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options,

stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including

cash bonus awards) or any combination of the foregoing.

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

As of March 31, 2026, 6,561 shares have been issued and 3,986 options to purchase shares have been awarded under the 2021 Plan.

The Company’s board of directors and shareholders

approved and adopted on February 28, 2023 the 2023 Equity Incentive Plan (“2023 Plan”) under which stock options and restricted

stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options,

stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including

cash bonus awards) or any combination of the foregoing.

The Company’s board of directors and shareholders approved and adopted

on October 7, 2021 the 2021 Equity Incentive Plan (“2021 Plan”) under which stock options and restricted stock may be granted

to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation

rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards)

or any combination of the foregoing.

Under the 2021 Plan, the Company reserved 750 shares of common stock for issuance.

As of March 31, 2026, 24,238 shares have been issued and 690 option to purchase shares have been awarded under the 2023 Plan.

The Company’s board of directors and shareholders

approved and adopted on October 27, 2023 the 2024 Equity Incentive Plan (“2024 Plan”) under which stock options and restricted

stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options,

stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including

cash bonus awards) or any combination of the foregoing.

As of June 30,

2026, 324 shares have been issued and 268 options to purchase shares have been awarded under the 2021 Plan.

The Company’s board of directors and shareholders approved and adopted

on February 28, 2023 the 2023 Equity Incentive Plan (“2023 Plan”) under which stock options and restricted stock may be granted

to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation

rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards)

or any combination of the foregoing.

Under the 2023 Plan, the Company reserved 1,250 shares of common stock for issuance.

As of March 31, 2026, 74,996 shares have been issued under the 2024 Plan and nil option to purchase shares have been awarded under the

Sadot Group, Inc.

As of June 30,

2026, 1,208 shares have been issued and 34 options to purchase shares have been awarded under the 2023 Plan.

to the Condensed Consolidated Financial Statements (Unaudited)

On November 19, 2025, the Company’s board of

directors approved the 2025 Equity Incentive Plan (the “2025 Plan”), subject to shareholder approval, which was subsequently

The 2025 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock

units, stock bonus awards, performance compensation awards and other equity-based awards to officers, directors, employees, consultants

and advisors of the Company.

Upon approval of the 2025 Plan, the Company reserved 7,000,000 shares of common stock for issuance under

The 2025 Plan supplements the Company’s prior equity incentive plans;

however, following adoption of the 2025 Plan, no

additional awards will be granted under the Company’s existing equity incentive plans, although previously granted awards will remain

outstanding in accordance with their terms.

As of March 31, 2026, no shares had been issued and no options had been granted under the

The Company’s board of directors and shareholders approved and adopted

on October 27, 2023 the 2024 Equity Incentive Plan (“2024 Plan”) under which stock options and restricted stock may be granted

to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation

rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards)

or any combination of the foregoing.

Under the 2024 Plan, the Company reserved 3,750 shares of common stock for issuance.

As of June 30,

2026, 3,741 shares have been issued under the 2024 Plan and no options to purchase shares have been awarded under the 2024 Plan.

On November 19, 2025, the Company’s board of directors approved the

2025 Equity Incentive Plan (the “2025 Plan”), subject to shareholder approval, which was subsequently obtained.

The 2025 Plan

provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards,

performance compensation awards and other equity-based awards to officers, directors, employees, consultants and advisors of the Company.

Upon approval of the 2025 Plan, the Company reserved 350,000 shares of common stock for issuance under the plan.

The 2025 Plan supplements

the Company’s prior equity incentive plans;

however, following adoption of the 2025 Plan, no additional awards will be granted under

the Company’s existing equity incentive plans, although previously granted awards will remain outstanding in accordance with their

As of June 30, 2026, no shares had been issued and no options had been granted under the 2025 Plan.

Common Stock Issuances

On January 4, 2024, the Company authorized the issuance

of 1,056 shares of common stock to the members of the board of directors as compensation earned during the fourth quarter of 2023.

On January 8, 2024, the Company authorized the issuance

of 2,769 shares of common stock in connection with the conversion of notes payable.

On January 11, 2024, the Company authorized the issuance

of 2,789 shares of common stock in connection with the conversion of notes payable.

On January 22, 2024, the Company authorized the issuance

of 3,058 shares of common stock in connection with the conversion of notes payable.

On January 29, 2024, the Company authorized the issuance

of 3,044 shares of common stock in connection with the conversion of notes payable.

On February 16, 2024, the Company authorized the issuance

of 30 shares of common stock to a consultant for services rendered.

On February 16, 2024, the Company authorized the issuance

of 3,057 shares of common stock in connection with the conversion of notes payable.

On March 15, 2024, the Company authorized the issuance

of 6,089 shares of common stock in connection with the conversion of notes payable.

On March 20, 2024, the Company authorized the issuance

of 7,608 shares of common stock in connection with the conversion of notes payable.

On March 28, 2024, the Company authorized the issuance

of 795 shares of common stock to a consultant for services rendered.

On March 31, 2024, the Company vested 5,009 shares

of common stock to Aggia as consulting fees earned during the fourth quarter of 2023.

On June 30, 2024, the Company vested 13,990 shares

of common stock to Aggia as consulting fees earned during the first quarter of 2024.

On August 14, 2024, the Company authorized the issuance

of 5,498 shares of common stock in connection with the conversion of notes payable.

On August 19, 2024, the Company authorized the issuance

of 10,425 shares of common stock in connection with the conversion of notes payable.

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

On August 26, 2024 the Company authorized the issuance

of 4,750 shares of common stock to a consultant for services rendered.

On September 27, 2024, the Company authorized the

issuance of 6,255 shares of common stock in connection with the conversion of notes payable.

On September 30, 2024, the Company vested 12,115 shares

of common stock to Aggia as consulting fees earned during the second quarter of 2024.

On December 3, 2024, the Company entered into a Purchase

Agreement (the “Purchase Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with

institutional investors (“Purchasers”) and issued an aggregate of $ 3.75 million aggregate principal amount of convertible

senior notes due in 2025 (the “Notes”) for aggregate gross proceeds of approximately $ 3.0 million, before deducting fees to

the placement agent and other expenses payable by the Company (the “Offering”).

RBW Capital Partners LLC, offering all securities

through Dominari Securities LLC, served as the exclusive placement agent for the Offering.

The Offering closed on December 4, 2024.

to the Purchase Agreement, the Notes were issued with an original issue discount of 20%.

The Notes will mature on December 4, 2025, unless

earlier converted upon the satisfaction of certain conditions.

The conversion price of the Notes is $ 41.0 per share of common stock.

Notes include a “Most Favored Nation” clause which grants to the Purchasers the right to claim better conversion terms should

the Company provide such to any as long as the Notes are outstanding.

The Purchasers will be prohibited from effecting a conversion of

the Notes to the extent that, as a result of such conversion, a Purchaser would beneficially own more than 9.99% of the shares of common

stock outstanding immediately after giving effect to such conversion.

The Company agreed to register the shares of common stock underlying

the Notes for resale under a Registration Statement on Form S-3, pursuant the Securities Act of 1933.

The Notes contain a covenant prohibiting

the Company to incur, guarantee or assume any indebtedness, other than certain permitted indebtedness, create or allow or suffer any mortgage,

lien, security interest or other encumbrance on its property or assets , other than permitted liens, redeem, discharge, repurchase, repay

or make any payments in respect of any indebtedness if at the time such payment is due or is otherwise made or, after giving effect to

such payment, an event of default under the Notes has occurred and is continuing, declare or pay any cash dividend or distribution on

any stock or other equity interest of the Company, or make, any change in the nature of its business or modify its corporate structure

The Notes contain customary events of default and customary penalties for the Company’s failure to issue conversion

shares on a timely basis.

The Registration Rights Agreement contains customary penalties for our failure to file the registration statement

or cause it to become effective on a timely basis and for certain other events.

On December 31, 2024, the Company vested 16,041 shares

of common stock to Aggia as consulting fees earned during the fourth quarter of 2024.

On March 25, 2025, the Company authorized the issuance

of 3,407 shares of common stock to consultants for services rendered.

On March 31, 2025, the Company vested 7,934 shares

of common stock to Aggia as consulting fees earned during the first quarter of 2025.

On April 25, 2025, the Company exchanged a note payable

of $ 25.0 thousand for 1,894 shares of common stock.

On April 30, 2025, the Company exchanged a note payable

of $ 0.1 million for 4,924 shares of common stock.

On May 6, 2025, the Company exchanged a note payable

of $ 0.1 million for 4,274 shares of common stock.

On May 12, 2025, the Company exchanged a note payable

of $ 0.1 million for 4,856 shares of common stock.

On May 14, 2025, the Company exchanged a note payable

of $ 0.1 million for 5,769 shares of common stock.

On May 19, 2025, the Company exchanged a note payable

of $ 0.2 million for 15,000 shares of common stock.

On May 28, 2025, the Company exchanged a note payable

of $ 0.1 million for 10,416 shares of common stock.

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

On June 2, 2025, the Company exchanged a note payable

of $ 0.1 million for 11,111 shares of common stock.

On June 10, 2025, the Company exchanged a note payable

of $ 0.2 million for 16,667 shares of common stock.

On June 12, 2025, the Company exchanged a note payable

of $ 0.3 million for 30,000 shares of common stock.

On June 15, 2025, the Company exchanged a note payable

of $ 0.2 million for 19,000 shares of common stock.

On June 30, 2025, the Company authorized the issuance

of 7,770 shares of common stock to consultants for services rendered.

On July 25, 2025, the Company authorized the issuance

of 250,000 shares of common stock to a placement agent for services rendered in connection with an offering.

On August 19, 2025, the Company authorized the issuance

of 5,000 shares of common stock to a consultant for services rendered.

On September 23, 2025, the Company authorized the

issuance of 44,370 shares of common stock in connection with the conversion of notes payable.

On September 24, 2025, the Company authorized the

issuance of 13,849 shares of common stock in connection with the conversion of notes payable.

On September 30, 2025, the Company authorized the

issuance of 37,063 warrants in connection with the conversion of notes payable.

On September 30, 2025, the Company authorized the

issuance of 9,940 shares of common stock to consultants for services rendered.

On October 15, 2025, the Company exchanged a note

payable of $ 0.5 million for 100,000 shares of common stock.

On October 15, 2025, Sadot Group, Inc.

(the “Company”)

entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain accredited investors (the “Purchasers”)

pursuant to which the Company agreed to sell an aggregate of 103,577 shares of the Company’s common stock, par value $ 0.0001 per

share (the “Common Stock”), at a purchase price of $5.20 per share, for aggregate gross proceeds to the Company of approximately

$ 538,600 , before deducting placement agent fees and other offering expenses payable by the Company (the “Offering”).

expects to use the net proceeds from the Offering for general corporate purposes and working capital.

The Offering was conducted pursuant

to the Company’s effective shelf registration statement on Form S-3 (File No.

333-281842), which was declared effective by the Securities

and Exchange Commission (the “SEC”) on September 19, 2024, and a prospectus supplement dated October 16, 2025.The Company

issued and sold the above securities in reliance on the exemption from the registration requirements of the Securities Act of 1933, as

amended (the “Securities Act”) by virtue of Section 4(a)(2) thereof and/or Rule 506 of Regulation D thereunder.

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

and mutual release agreement with Aggia to resolve all claims, debts, and obligations arising from a previously existing services arrangement

and related instruments.

As part of the settlement, the Company agreed to issue 1,050,000 shares of its common stock and pay $ 75,000 in

The Company issued 257,000 shares shortly after execution of the agreement.

The remaining 793,000 shares are subject to shareholder

approval under Nasdaq Listing Rule 5635(d) and were included within accrued expenses as of December 31, 2025.

Shareholder approval for

the issuance of the remaining shares was received on April 13, 2026.

Upon shareholder approval, the restriction on issuance of the remaining

shares was satisfied.

Upon issuance, the related settlement obligations, including previously issued promissory notes, will be fully satisfied

and cancelled.

The settlement also provides for a mutual release of claims between the parties and termination of prior contractual arrangements.

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

On February 6, 2026, the Company entered into a Securities Purchase Agreement

26 unchanged sentences

engagement for four months post-closing, indemnification, and other standard terms.

to the Condensed Consolidated Financial Statements (Unaudited)

Between April 30, 2026 and May 5, 2026, certain holders of the Company’s

convertible notes elected to convert an aggregate of approximately $3.6 million of outstanding notes payable into shares of common stock,

and the Company issued an aggregate of 11,559,964 shares, consisting of 309,734 shares at a conversion price of $ 0.9458 per share, 2,182,908

shares at $0.4559 per share and 9,067,322 shares at $0.2511 per share.

Please see Note 14 – Notes payable for further details.

Preferred Stock

The Company is authorized to issue 10,000,000 shares

of preferred stock, par value $ 0.0001 per share.

The Company is authorized to issue 10,000,000 shares of preferred stock,

par value $ 0.0001 per share.

As of December 31, 2025, no preferred stock was issued and outstanding.

The preferred

stock is “blank check” preferred stock, the terms of which may be established by the Board of Directors from time to time.

On February 11, 2026, the Company designated 10,000

shares of its authorized preferred stock as Series A Preferred Stock and issued all 10,000 shares of such Series to an investor for aggregate

proceeds of approximately $ 145,000 , which has not been received as of March 31, 2026.

The Series A Preferred Stock is non-convertible

into common stock and initially had a stated value of approximately $14.52 per share.

Each share was entitled to voting rights on an as-converted

basis, initially equal to approximately 14.5 votes per share, subject to adjustment.

The Series A Preferred Stock ranks pari passu with

the Company’s common stock with respect to dividends and liquidation rights and is redeemable at the Company’s option at the

stated value per share, plus any declared and unpaid dividends.

On March 2, 2026, the Company amended the terms of the Series A Preferred

Stock to reduce the stated value to approximately $5.16 per share and the voting rights to approximately 5.16 votes per share.

Restricted Share Awards

At March 31, 2026, there were 21,536 restricted share

awards outstanding awarded to employees, consultants and the board of directors.

Sadot Group, Inc.

The preferred stock is “blank

check” preferred stock, the terms of which may be established by the Board of Directors from time to time.

On February 11, 2026, the Company designated 10,000 shares of its authorized

preferred stock as Series A Preferred Stock and issued all 10,000 shares of such Series to an investor for aggregate proceeds of $ 145,244 .

The Company received $145,000 of such proceeds in May 2026 and a receivable for the $244 differences remained outstanding as of June 30,

The Series A Preferred Stock is non-convertible into common stock and initially had a stated value of approximately $14.52 per share.

Each share was entitled to voting rights on an as-converted basis, initially equal to approximately 14.5 votes per share, subject to adjustment.

The Series A Preferred Stock ranks pari passu with the Company’s common stock with respect to dividends and liquidation rights and

is redeemable at the Company’s option at the stated value per share, plus any declared and unpaid dividends.

On March 2, 2026, the

Company amended the terms of the Series A Preferred Stock to reduce the stated value to approximately $5.16 per share and the voting rights

to approximately 5.16 votes per share.

On June 2, 2026, the Company designated 1,000 shares of its authorized

preferred stock as Series B Convertible Preferred Stock and issued all 1,000 shares of such Series to the seller in connection with the

acquisition of Anira Consulting FZC.

The Series B Preferred Stock was issued with an aggregate stated value of approximately $6.6 million,

or $6,595 per share.

The Series B Preferred Stock was initially convertible into shares of the Company’s common stock at a fixed

conversion price of $3.00 per share, subject to certain ownership limitations and applicable Nasdaq shareholder approval requirements.

Pursuant to the amendment to the Anira Share Purchase Agreement entered into on June 8, 2026, the Series B Preferred Stock was made non-convertible

and non-voting, and the related $5,000,000 convertible promissory note was replaced with a non-convertible promissory note of the same

principal amount, which was subsequently amended and restated in the principal amount of $4.5 million pursuant to Amendment No.

Share Purchase Agreement.

See Note 22 – Subsequent Events.

The Series B Preferred Stock ranks pari passu with the Company’s

common stock with respect to economic and liquidation rights on an as-converted basis.

The Series B Preferred Stock does not carry a dividend

rate and is subject to the rights, preferences, and limitations set forth in the Certificate of Designation.

On June 10, 2026, the Company’s Board of Directors adopted, and the

Company filed with the Secretary of State of the State of Nevada, a Certificate of Designation designating a series of its authorized

preferred stock as Series C Preferred Stock.

The Series C Preferred Stock was created in connection with Amendment No.

1 to the Written

Option Agreement described in Note 8, Purchase Option - Membership Interest, which replaced all references in the Option Agreement to

preferred shares convertible into common stock with shares of Series C Preferred Stock.

The Series C Preferred Stock is expressly non-convertible

into common stock under any circumstances, ranks pari passu with the Company’s common stock in all economic and liquidation respects

on an as-stated-value basis, carries no coupon, dividend or interest, and carries no voting rights except as required by applicable law.

No shares of Series C Preferred Stock were issued or outstanding as of June 30, 2026.

Under the amended Option Agreement, the exercise

price and a post-closing monthly management fee are payable in shares of Series C Preferred Stock, subject to the Company’s right,

exercisable in its sole discretion and subject to Board approval and compliance with its debt covenants, to satisfy any such obligation

in cash in an amount equal to the stated value of the shares otherwise issuable, with no premium or discount.

to the Condensed Consolidated Financial Statements (Unaudited)

A summary of the activity related to the restricted

share awards, is presented below:

Restricted Share Awards

As of June 30, 2026, there were 974 restricted share awards outstanding

awarded to employees, consultants and the board of directors.

A summary of the activity related to the restricted share awards, is presented

Schedule of Restricted Share Awards and Warrants Activity

Weighted-average

Unvested at December

Unvested at, December 31, 2025

Unvested at March 31, 2026

See Note 15 – Commitments and contingencies

for further details on Restricted Share Awards.

Weighted-average grant date fair value

Unvested, December 31, 2024

Unvested as of June 30, 2025

Unvested as of December 31, 2025

Unvested as of June 30, 2026

See Note 19 – Commitments and contingencies for further details on

Restricted Share Awards.

Warrant and Option Valuation

The Company has computed the fair value of warrants

and options granted using the Black-Scholes option pricing model.

The expected term used for warrants and options issued to non-employees

is the contractual life.

The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over

a period of time, equivalent to the expected term of the instrument being valued, of similarly positioned public companies within its

The risk-free interest rate was determined from the implied yields from U.S.

Treasury zero-coupon bonds with a remaining term

consistent with the expected term of the instrument being valued.

During the three months ended March 31, 2026, there

were 0 shares forfeited upon resignation or termination of executives and board members.

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

The Company has computed the fair value of warrants and options granted

using the Black-Scholes option pricing model.

The expected term for warrants and options issued to non-employees is the contractual life.

The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent

to the expected term of the instrument being valued, of similarly positioned public companies within its industry.

The risk-free interest

rate was determined from the implied yields from U.S.

Treasury zero-coupon bonds with a remaining term consistent with the expected term

of the instrument being valued.

During the three and six months ended June 30, 2026, there were 0 and 27

shares forfeited upon resignation or termination of executives and board members, respectively.

A summary of option activity is presented below:

Schedule of Option Activity

Weighted-average

remaining life

Weighted-average exercise price

Number of options

Weighted-average remaining life (in years)

Aggregate intrinsic value

Outstanding, December 31, 2024

Outstanding, December 31, 2025

Exercisable and vested, December 31, 2025

Outstanding, June 30, 2025

Exercisable and vested, June 30, 2025

Outstanding, December 31, 2025

Outstanding, March 31, 2026

Exercisable and vested, March 31, 2026

A summary of warrants activity during the three months

ended March 31, 2026 and 2025 is presented below:

Outstanding, June 30, 2026

Exercisable and vested, June 30, 2026

to the Condensed Consolidated Financial Statements (Unaudited)

A summary of warrants activity during the three and six months ended June

30, 2026 and 2025 is presented below:

Schedule of Warrants Activity

Weighted-average

remaining life

Weighted-average exercise price

Number of options

Weighted-average remaining life (in years)

Aggregate intrinsic value

Outstanding, December 31, 2024

Outstanding, December 31, 2025

Exercisable, December 31, 2025

Outstanding, June 30, 2025

Exercisable, June 30, 2025

Outstanding, December 31, 2025

Outstanding, March 31, 2026

Exercisable, March 31, 2026

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

Outstanding, June 30, 2026

Exercisable, June 30, 2026

Pre-Funded Warrants

On September 23, 2025, the Company completed a registered

direct offering of (i) 44,370 shares of common stock and (ii) 37,063 pre-funded warrants, at purchase prices of $ 6.14 per share and $ 6.1399

per pre-funded warrant (equal to the share price less the $ 0.0001 per-share exercise price), for gross proceeds of approximately $ 500,000

before placement agent fees and offering expenses.

Each Pre-Funded Warrant is exercisable for one share of common stock at an exercise

price of $ 0.0001 per share and is exercisable immediately, subject to any beneficial ownership limitations set forth in the warrant.

The Company classified the Pre-Funded Warrants in

shareholders’ equity.

On September 23, 2025, the Company completed a registered direct offering

of (i) 44,370 shares of common stock and (ii) 37,063 pre-funded warrants, at purchase prices of $ 6.14 per share and $ 6.1399 per pre-funded

warrant (equal to the share price less the $ 0.0001 per-share exercise price), for gross proceeds of approximately $ 500,000 before placement

agent fees and offering expenses.

Each Pre-Funded Warrant is exercisable for one share of common stock at an exercise price of $ 0.0001

per share and is exercisable immediately, subject to any beneficial ownership limitations set forth in the warrant.

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

As of December 31, 2025, 37,063 Pre-Funded Warrants were exercised.

Stock-Based Compensation Expense

Stock-based compensation related to restricted stock

issued to employees, directors and consultants amounted to $0.4 million for the three months ended March 31, 2026, of which $ 0.2 million

were executive compensation, $ 3.1 thousand were given to the board of directors, $ 0.2 million were given to consultants for services rendered

and nil were stock-based consulting expenses paid to related party.

Stock-based compensation related to restricted stock

issued to employees, directors and consultants, warrants and warrants to consultants amounted to $ 1.5 million for the three months

ended March 31, 2025, of which $ 0.2 million were executive compensation, $ 0.1 million were given to the board of directors, $ 0.2 million

were given to consultants for services rendered and $ 1.0 million were stock-based consulting expenses paid to Aggia.

Party Transactions

In 2024 the Company has engaged Newton Incorporated,

an investor relations firm owned and operated by our Chief Executive Officer, Chagay Ravid, to provide investor relations and strategic

communications services.

Stock-based compensation related to restricted stock issued to employees,

directors and consultants amounted to $( 265.6 ) thousand and $ 93.7 thousand for the three and six months ended June 30, 2026, respectively,

of which $( 106.5 ) thousand and $ 74.7 thousand were executive compensation, $( 1.0 ) thousand and $ 2.0 thousand were given to the board of

directors, $( 158.1 ) thousand and $ 17.0 thousand were given to consultants for services rendered and $0.0 million and $0.0 million were

stock-based consulting expenses paid to related party, respectively.

to the Condensed Consolidated Financial Statements (Unaudited)

Stock-based compensation related to restricted stock issued to employees,

directors and consultants, warrants and warrants to consultants amounted to $ 0.4 million and $ 1.8 million for the three and six months

ended June 30, 2025, respectively, of which $ 0.1 million and $ 0.3 million were executive compensation, $ 0.1 million and $ 0.2 million were

given to the board of directors, $ 0.2 million and $ 0.4 million were given to consultants for services rendered.

Related Party Transactions

In 2024 the Company has engaged Newton Incorporated, an investor relations

firm owned and operated by our Chief Executive Officer, Chagay Ravid, to provide investor relations and strategic communications services.

Newton was engaging other sub contractors for IR services in Europe.

This arrangement was entered into prior

Ravid’s appointment as Chief Executive Officer.

During the three months ended March 31, 2026, the Company paid approximately

$ 55.0 thousand to Newton Incorporated and $ 0.2 million during the year ended December 31, 2025.

The transaction was reviewed and approved

This arrangement was entered into prior to Mr.

Ravid’s appointment

as Chief Executive Officer.

During the three and six months ended June 30, 2026, the Company paid approximately $ 0.0 thousand and $ 55.0

thousand to Newton Incorporated, respectively, and $0.2 million during the year ended December 31, 2025.

In July 2026, the Company paid

Newton Incorporated a success fee of $125,000, which was approved by the Board of Directors.

All transactions were reviewed and approved

in accordance with the Company’s related party transaction policies.

The Company will continue to monitor and evaluate

its related party transactions to ensure that they are conducted in accordance with applicable laws and regulations and in the best interests

of the Company and its shareholders.

Sadot Group, Inc.

to the Condensed Consolidated Financial Statements (Unaudited)

Shareholder Approval of Material Proxy Proposals

On April 13, 2026, the Company’s

shareholders approved the material proposals presented at the Annual Meeting of Shareholders.

The following approvals have a direct or

potential financial impact and are therefore disclosed in detail:

Increase in Authorized Shares – Amendment of the Company’s articles of incorporation to increase the number of authorized shares of common stock from 2,000,000 to 250,000,000 shares and the number of authorized preferred shares to 10,000,000.

This provides the Company flexibility for equity financing, acquisitions, and equity-based compensation.

Equity Incentive Plan – Adoption of the Sadot Group Inc.

2025 Equity Incentive Plan, authorizing the issuance of up to 7,000,000 shares of common stock to employees, directors, and consultants.

Potential Issuances Related to Financing and Settlements – Approval of potential issuances of common stock in connection with:

conversion of outstanding convertible notes, and

settlement arrangements, including obligations under the Aggia LLC settlement and other previously disclosed agreements.

Ratification of Auditors – Ratification of the appointment of the Company’s independent registered public accounting firm for fiscal year 2025.

Board of Directors Election and Other Advisory Matters

The shareholders also elected all director nominees

as presented in the proxy and approved other advisory matters, including say-on-pay votes.

These votes do not have a direct financial

impact and are summarized for completeness.

NASDAQ Notice

On May 5, 2026, Sadot Group Inc.

(the “Company”)

received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company

that it no longer satisfies the minimum shareholders’ equity requirement for continued listing on the Nasdaq Capital Market set

forth in Nasdaq Listing Rule 5550(b)(1).

Specifically, the Company’s shareholders’ equity as reported in its Annual Report

on Form 10-K for the fiscal year ended December 31, 2025 was ($54,745,000).

The Company does not meet the alternative compliance standards

of either a market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently

completed fiscal year or in two of the last three most recently completed fiscal years.

Under Nasdaq rules, the Company has 45 calendar

days from the date of the letter (until June 22, 2026) to submit a plan to regain compliance.

If the plan is accepted, Nasdaq may grant

an extension of up to 180 calendar days from the date of the letter to evidence compliance.

The letter has no immediate effect on the

listing or trading of the Company’s common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “SDOT,”

subject to the Company’s continued compliance with other listing requirements.

The Company intends to submit a compliance plan to

Nasdaq within the required timeframe and is evaluating various strategic options to regain compliance.

There can be no assurance that

the plan will be accepted by Nasdaq, that any extension will be granted, or that the Company will regain compliance within the allotted

Convertible Note Conversions

Subsequent to March 31, 2026, between April 30, 2026

and May 5, 2026, certain holders of the Company’s convertible notes elected to convert an aggregate of approximately $3.6 million

of outstanding notes payable into shares of the Company’s common stock pursuant to the terms of the applicable notes.

In connection

with these conversions, the Company issued an aggregate of 11,559,964 shares of common stock, consisting of (i) 309,734 shares issued

at a conversion price of $0.9458 per share, (ii) 2,182,908 shares issued at a conversion price of $0.4559 per share, and (iii) 9,067,322

shares issued at a conversion price of $0.2511 per share.

The conversions reduced the Company’s outstanding indebtedness by the

corresponding amounts.

Preferred Stock – Proceeds Received

Subsequent to March 31, 2026, the Company

received aggregate cash proceeds of approximately $145.0 thousand related to the issuance of 10,000 shares of Series A Preferred Stock

to an investor on February 11, 2026.

During June 2026, the Company issued shares to Scadenet Ltd and Anat Attia

in connection with (1) the purchase of intellectual property and (2) an option to acquire real estate, both transactions previously disclosed

in this report.

As a result of these share issuances, Scadenet Ltd and Anat Attia each became shareholders owning more than 10% of the

Company’s outstanding common stock and are considered related parties under ASC 850, Related Party Transactions.

The Company will continue to monitor and evaluate its related party transactions

to ensure that they are conducted in accordance with applicable laws and regulations and in the best interests of the Company and its

shareholders.

Subsequent Events

Evaluation of Subsequent Events

The Company has evaluated subsequent events through

the date these financial statements were issued and determined that no additional events require recognition or disclosure.

The Company has evaluated subsequent events through the date these financial

statements were issued and determined that no additional events require recognition or disclosure except as described below.

Management Addition.

On July 6, 2026, we appointed Aleksandr

Zhandov as our Chief Operating Officer and Deputy Chief Executive Officer, reporting to our Chief Executive Officer.

employment agreement, effective July 6, 2026, provides for an annual base salary of $120,000, eligibility for discretionary annual performance

bonuses and discretionary equity awards, participation in our employee benefit plans, and employment on an at-will basis, and contains

customary confidentiality, non-competition, non-solicitation, intellectual property assignment and clawback provisions.

Debt-to-Equity Conversions.

On July 7, 2026, we entered into

debt settlement and share issuance agreements pursuant to which we settled and extinguished outstanding obligations to Cedar Advance LLC

(principal of approximately $1,876,500) and to Agile Capital Funding, LLC and Agile Lending LLC (principal of approximately $1,482,912),

in each case in exchange for the issuance of 45,000 shares of Common Stock (90,000 shares in the aggregate), with no cash consideration

to the Condensed Consolidated Financial Statements (Unaudited)

Acquisition of TradeIQ Intellectual Property Assets.

14, 2026, the Company completed the acquisition of certain intellectual property assets marketed under the name “TradeIQ”

pursuant to an Intellectual Property Purchase Agreement with Litial Ltd, a Hong Kong company, for an aggregate purchase price of $6,000,000,

consisting of $50,000 in cash payable in two tranches, 200,000 shares of common stock valued for purposes of the agreement at $10.00 per

share, and 3,950 shares of Series C Non-Voting Non-Convertible Preferred Stock with a stated value of $1,000 per share.

The Company is

evaluating the transaction under ASC 805-10 and ASC 805-50 and expects to account for it as an asset acquisition.

The initial accounting,

including the allocation of cost to the assets acquired and the determination of useful lives, was not complete as of the date of this

Settlement with Helena Global Investment Opportunities I Ltd.

July 15, 2026, we entered into a settlement agreement with Helena Global Investment Opportunities I Ltd.

(“Helena”) resolving

litigation pending in the United States District Court for the Southern District of New York (Case No.

1:26-cv-05818) arising out of a

purchase agreement providing for an equity line of credit of up to $10,000,000 and a related securities purchase agreement, each dated

September 23, 2025 (collectively, the “Helena Agreements”), pursuant to which Helena alleged, among other things, that we

breached our obligations to file, and to cause to be declared effective, a resale registration statement and to deliver certain required

Under the settlement agreement, we agreed to pay Helena $350,000 by July 17, 2026, and, upon Helena’s receipt of such payment,

(i) Helena agreed to dismiss the litigation with prejudice within three business days, which was filed on July 17, 2026, (ii) the Helena

Agreements and all obligations thereunder terminated, and (iii) Helena released us from all claims relating to the Helena Agreements,

other than preserved claims for fraud or willful misconduct.

Senior Secured Convertible Note Financing.

On July 16, 2026,

we entered into the Note Purchase Agreement with the Note Investor, pursuant to which we agreed to issue and sell to the Note Investor

Notes in the aggregate original principal amount of up to $100,000,000, at a purchase price of $900 per $1,000 of principal amount.

Notes are issuable in one or more closings, consisting of an initial closing of $4,000,000 in aggregate principal amount of Notes (the

“Initial Notes”), a second closing of up to $1,000,000 in aggregate principal amount of Notes, and one or more additional

closings of up to $2,000,000 in aggregate principal amount of Notes per closing and up to $95,000,000 in aggregate principal amount of

Notes in the aggregate, in each case subject to the conditions set forth in the Note Purchase Agreement, including, in certain cases,

the effectiveness of a registration statement covering the resale of the shares of Common Stock issuable pursuant to the terms of the

On July 16, 2026, the initial closing occurred and we issued and sold the Initial Notes, generating gross proceeds of $3,600,000

and net proceeds to the Company of $2,565,000 after deducting transaction costs, legal fees, and placement agent fees totaling $1,035,000.

The fixed conversion price under the Initial Notes is initially $17.81 per share, subject to adjustment.

The Notes also contain a variable

price mechanism that may result in the issuance of a substantially greater number of shares than would result from conversion at the fixed

conversion price.

The Conversion Shares registered hereby are expected to be issued primarily upon conversion of, or otherwise pursuant

to the terms of, the Initial Notes and the Notes issued at the second closing, but are not allocated to any particular Notes and do not

represent all of the shares issuable pursuant to the Notes.

See the section titled “Financings” for more information on the

Note Purchase Agreement.

On July 28, 2026, the Company filed a registration statement on Form S-1 seeking to register for resale of up

to 6,008,772 shares of Common Stock, consisting of up to 2,500,000 shares issuable under the Equity Purchase Facility Agreement and up

to 3,508,772 shares issuable upon conversion of, or otherwise pursuant to the terms of, the Notes.

Equity Purchase Facility.

On July 16, 2026, we also entered

into the Equity Purchase Facility Agreement with the EPFA Investor, pursuant to which we have the right, but not the obligation, to issue

and sell to the EPFA Investor, from time to time in our sole discretion, and the EPFA Investor is obligated to purchase, up to an aggregate

of $100,000,000 of newly issued shares of Common Stock, subject to the conditions and limitations set forth therein.

The purchase price

per Advance Share issued pursuant to any Advance will be determined pursuant to the terms of the Equity Purchase Facility Agreement.

Company may, in its sole discretion, select the amount of the Advance requested by the Company in each Advance Notice.

There is no mandatory

minimum amount for each Advance and are no non-usage fees for not obtaining Advances, however, each requested Advance may not exceed the

Maximum Advance Amount (as defined in the Equity Purchase Facility Agreement).

We are under no obligation to sell any Advance Shares under

the Equity Purchase Facility Agreement.

to the Condensed Consolidated Financial Statements (Unaudited)

Rocket Capital Settlement.

On July 22, 2026, the Company

entered into a debt settlement and share issuance agreement with Rocket Capital NY LLC settling all claims relating to a merchant cash

advance arrangement dated March 14, 2025, including litigation proceedings between the parties.

The Company and Rocket Capital agreed

to settle the matter by the Company issuing 26,581 shares of Common Stock to Rocket Capital.

Upon receipt of the shares, the settled debt

will be extinguished in full, the parties will exchange releases, and the litigation will be dismissed with prejudice.

Rocket Capital

agreed not to sell on any trading day more than 15% of that day’s Nasdaq trading volume in the Company’s Common Stock.

cash consideration was paid.

Jennifer Black Settlement.

On July 23, 2026, we entered into

a debt settlement and share issuance agreement with Jennifer Black, our former Chief Financial Officer and the holder of a promissory

note originally issued in October 2024 (as amended, the “Black Note”), which matured unpaid on December 31, 2025 and thereafter

accrued default interest at 22% per annum.

In full settlement and discharge of an agreed settled debt amount of $466,617.73 (comprising

$414,635.00 of outstanding principal and $51,982.73 of default interest through July 27, 2026), we agreed to issue Ms.

Black 26,199 shares

of Common Stock, and, in settlement of $409,082.17 of unpaid severance and other compensation, we agreed to issue her an unsecured, non-convertible,

non-transferable promissory note in the principal amount of $409,082.17, maturing one year from issuance and bearing interest at 10.0%

per annum (12.0% after maturity).

The agreement provides for mutual releases (preserving specified indemnification, insurance and expense-reimbursement

rights of Ms.

Black), and Ms.

Black agreed not to sell on any trading day more than 15% of that day’s Nasdaq trading volume in our

Common Stock.

Amendment to Anira Transaction.

On July 29, 2026, the Company

entered into Amendment No.

2 to the Share Purchase Agreement (the “SPA”) originally entered into on June 2, 2026 with Shrvan

Kumar Yadav (the “Seller”) and Anira Consulting FZC (“Anira”).

Pursuant to Amendment No.

2, the transaction contemplated

by the SPA was restructured as the acquisition of specified assets, effective as of the June 2, 2026 closing date, consisting of the TradeOS

commodity trading and risk management technology platform, related intellectual property, and the “Tradewell” and “TradeOS”

names and marks (collectively, the “Purchased Assets”), rather than the acquisition of the equity interests of Anira.

Seller remains the owner of Anira, and the Company did not acquire or assume any liabilities or obligations related to Anira’s employees,

customers, customer or supplier relationships or contracts, accounts receivable, trading positions, credit lines, facilities, workforce,

or business operations.

In connection with the restructuring, the aggregate purchase price for the Purchased Assets was reduced from $12.0

million to $11.5 million through a $500,000 reduction to the promissory note issued as consideration.

The Company issued an amended and

restated non-convertible promissory note in the principal amount of $4.5 million, which bears no interest and matures on June 2, 2028.

The Company believes the acquisition of the Purchased Assets does not constitute the acquisition of a business under Rule 11-01(d) of

Regulation S-X.

Nasdaq Compliance Determination.

On August 3, 2026, the Company

received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that, based upon the

Company’s Current Report on Form 8-K dated July 17, 2026, the Staff has determined that the Company complies with the minimum stockholders’

equity requirement for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(b)(1), subject to the condition

that the Company evidence compliance with such requirement upon the filing of its periodic report for the period ended September 30, 2026.

See Part II, Item 5 of this Report for further details.

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

What changed 10-Q

Item 1. Financial Statements