What changed in this filing

/stocks — the workspaceLOADING

Item 1. Legal Proceedings

2026-08-14 compared with 2026-05-15 · 1098 added, 1044 removed, 111 unchanged (95% of the section changed)

Legal Proceedings

From time to time, we are a defendant or plaintiff

in various legal actions that arise in the normal course of business.

We record legal costs associated with loss contingencies as incurred

and have accrued for all probable and estimable settlements.

From time to time, we are a defendant or plaintiff in various legal actions

that arise in the normal course of business.

We record legal costs associated with loss contingencies as incurred and have accrued for

all probable and estimable settlements.

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.

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.

further final round of submissions was allowed by the Tribunal, the final of which will be made in May 2026 by the Claimant.

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.

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 a 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.

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.

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 plaintiffs’ 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.

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.

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 plaintiffs’

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.

In addition to the Risk Factors set forth below, see

Item 7 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations - Factors that May Affect Future

Results and Financial Condition”) of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC

on April 29, 2026.

You should carefully review the risks described below as they identify important factors that could cause our

actual results to differ materially from our forward-looking statements, expectations and historical trends.

Any of the following risk

factors, either by itself or together with other risk factors, could materially adversely affect our business, results of operations,

cash flows and/or financial condition.

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

Additional risks and uncertainties

not currently known or currently viewed to be immaterial may also materially and adversely affect business, financial condition or results

of operations.

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

We have had limited revenue generation and will

be required to engage in additional financing in order to maintain our business.

We have no commodity sales revenue in the current

quarter and limited current assets relative to liabilities.

Our ability to continue operations depends on our success in executing management’s

plans, including completing additional debt or equity financings, and pursuing strategic alternatives.

There can be no assurance that

these initiatives will be successful.

We Face the Risk of Delisting from The Nasdaq Capital

Market Due to Failure to Meet the Minimum Shareholders’ Equity Requirement and the Minimum Bid Price Requirement

On May 5, 2026, we received a notice from the Listing

Qualifications Department of The Nasdaq Stock Market LLC stating that we no longer satisfy the minimum shareholders’ equity requirement

under Nasdaq Listing Rule 5550(b)(1) because our shareholders’ equity as of December 31, 2025 was approximately $(54.7) million.

We have 45 calendar days to submit a compliance plan and, if accepted, may receive an extension of up to 180 days to regain compliance.

In addition, our common stock is currently trading below $1.00 per share, which places us at risk of failing to meet the minimum bid price

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

If our compliance plan is not accepted, we fail to regain compliance with either the

shareholders’ equity or minimum bid price requirements within the allotted time (including any applicable grace periods or extensions),

or we otherwise fail to satisfy continued listing standards, our common stock may be delisted from The Nasdaq Capital Market.

would likely have a material adverse effect on the liquidity and market price of our common stock, our ability to raise additional capital,

and our ability to continue as a going concern.

We Face Substantial Doubt About Our Ability to

Continue as a Going Concern, Which May Force Us to Scale Back or Cease Operations

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

of $57.8 million and an accumulated deficit of $181.5 million.

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.

In addition to the Risk Factors set forth below, see Item 7 (“Management’s

Discussion and Analysis of Financial Condition and Results of Operations - Factors that May Affect Future Results and Financial Condition”)

of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on April 29, 2026.

You should carefully review

the risks described below as they identify important factors that could cause our actual results to differ materially from our forward-looking

statements, expectations and historical trends.

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

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

The risks described below

are not the only risks facing the Company.

Additional risks and uncertainties not currently known or currently viewed to be immaterial

may also materially and adversely affect business, financial condition or results of operations.

These risks can be impacted by factors

beyond management’s control.

We have had limited revenue generation and will be required to engage

in additional financing in order to maintain our business.

We have no commodity sales revenue in the current quarter and limited current

assets relative to liabilities.

Our ability to continue operations depends on our success in executing management’s plans, including

completing additional debt or equity financings, and pursuing strategic alternatives.

There can be no assurance that these initiatives

will be successful.

We Face the Risk of Delisting from The Nasdaq Capital Market Due to

Failure to Meet the Minimum Shareholders’ Equity Requirement and the Minimum Bid Price Requirement

On May 5, 2026, we received a notice from the Listing Qualifications Department

of The Nasdaq Stock Market LLC stating that we no longer satisfy the minimum shareholders’ equity requirement under Nasdaq Listing

Rule 5550(b)(1) because our shareholders’ equity as of December 31, 2025 was approximately $(54.7) million.

We submitted a compliance

plan within the required 45-day period and, as described below, on August 3, 2026 the Staff determined that the Company complies with

the stockholders’ equity requirement, subject to the condition described below.

In addition, in May 2026 we effected a 1-for-20

reverse stock split in order to regain and maintain compliance with the $1.00 minimum bid price requirement under Nasdaq Listing Rule

5550(a)(2), and there can be no assurance that our common stock will continue to trade at levels sufficient to maintain compliance with

that requirement.

If our compliance plan is not accepted, we fail to regain compliance with either the shareholders’ equity or minimum

bid price requirements within the allotted time (including any applicable grace periods or extensions), or we otherwise fail to satisfy

continued listing standards, our common stock may be delisted from The Nasdaq Capital Market.

Delisting would likely have a material adverse

effect on the liquidity and market price of our common stock, our ability to raise additional capital, and our ability to continue as

a going concern.

On August 3, 2026, the Company received a letter (the “Compliance

Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“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.

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

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.”

We Face Substantial Doubt About Our Ability to Continue as a Going Concern,

Which May Force Us to Scale Back or Cease Operations

As of June 30, 2026, we had a working capital deficit of $13.6 million

and an accumulated deficit of $141.4 million.

We have incurred significant net losses and negative cash flows from operations.

These conditions, together with the defaults on our outstanding debt obligations (see below), raise substantial doubt about our ability

to continue as a going concern within one year after the date these financial statements are issued.

Our condensed consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

If we are unable to raise additional

capital on acceptable terms, we may be forced to scale back or cease operations altogether.

Defaults on Our Outstanding Debt Obligations May

Result in Acceleration of Indebtedness, Foreclosure on Collateral, and Additional Litigation

Substantially all of our outstanding notes payable

(approximately $11.1 million net of discount as of March 31, 2026) matured on December 31, 2025 and remain unpaid.

These obligations are

currently in default.

The defaults have triggered cross-default provisions and increase the risk of acceleration of indebtedness, foreclosure

on collateral (including any pledged accounts receivable under our factoring arrangement), and additional litigation.

We are actively

seeking to refinance or restructure these obligations, but there can be no assurance that we will be successful on acceptable terms or

We face significant operational challenges in our

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

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

Our business involves farming, commodity trading,

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

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

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

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

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

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

As a result of these operational difficulties, we

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

and heightened the risk of default under our existing obligations.

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

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

These conditions,

together with the defaults on our outstanding debt obligations (see below), raise substantial doubt about our ability to continue as a

going concern within one year after the date these financial statements are issued.

Our condensed consolidated financial statements do

not include any adjustments that might result from the outcome of this uncertainty.

If we are unable to raise additional capital on acceptable

terms, we may be forced to scale back or cease operations altogether.

Defaults on Our Outstanding Debt Obligations May Result in Acceleration

of Indebtedness, Foreclosure on Collateral, and Additional Litigation

As of June 30, 2026, approximately $5.3 million of the Company’s

outstanding notes payable (net of discount) were in default.

The remaining $3.9 million of notes payable, which were issued in June 2026,

were not in default.

These defaults increase the risk of acceleration of indebtedness, foreclosure on collateral securing certain obligations,

and additional litigation.

The Company is actively seeking to refinance, restructure, or otherwise satisfy these obligations;

there can be no assurance that it will be successful on acceptable terms, or at all.

Our July 2026 senior secured convertible note facility and equity purchase

facility impose significant obligations on us, are secured by substantially all of our assets and may result in substantial dilution to

our shareholders.

On July 16, 2026, we entered into a securities purchase agreement providing

for the issuance of up to $100,000,000 in aggregate principal amount of senior secured convertible notes at a purchase price of $900 per

$1,000 of principal amount, and issued $4,000,000 in aggregate principal amount of notes at an initial closing on that date.

We also entered

into an equity purchase facility agreement under which we may sell to the investor thereunder up to $100,000,000 of newly issued shares

of our common stock.

The notes bear interest at 8.25% per annum (17.25% upon an event of default), mature on July 16, 2028, and are convertible

at a fixed conversion price, initially $17.81 per share, subject to adjustment , and the note documents include a variable price mechanism,

subject to a floor price of $2.85 per share, that may result in conversions at prices below the then-current market price of our common

stock and in the issuance of a substantially greater number of shares than would be issuable at the fixed conversion price.

Our obligations

under the notes are secured by a lien on substantially all of our assets and are guaranteed by our subsidiaries, and the note documents

contain covenants that restrict our operations, including a covenant requiring us to maintain minimum available cash of $750,000, measured

quarterly beginning with the quarter ending September 30, 2026.

If we fail to comply with these covenants or otherwise default, the noteholder

could accelerate the notes at a premium and foreclose on our assets.

In addition, conversions of the notes and sales of common stock under

the equity purchase facility may cause substantial dilution to existing shareholders and could depress the market price of our common

We do not currently have a sufficient number of authorized and unissued

shares of common stock to cover all shares issuable under our outstanding and committed securities, and we will require stockholder approvals,

including of an increase in our authorized common stock and of one or more further reverse stock splits, in connection with our July 2026

Following the 1-for-20 reverse stock split effected in May 2026, we are

authorized to issue 12,500,000 shares of common stock.

The shares of common stock issuable upon conversion of the senior secured convertible

notes and upon sales under the equity purchase facility, together with shares reserved under our other outstanding securities and equity

incentive plans, may exceed our currently available authorized and unissued shares.

We have agreed to seek stockholder approval of, among

other things, an increase in our authorized shares of common stock, authorization of one or more reverse stock splits at ratios ranging

from 5-to-1 up to 250-to-1, and the issuance of shares under the notes and the equity purchase facility in excess of 19.99% of our outstanding

common stock in accordance with Nasdaq Listing Rule 5635.

If our stockholders do not approve these proposals, we may be unable to satisfy

our obligations under the July 2026 financings or to raise additional capital, which could result in defaults and penalties thereunder

and could have a material adverse effect on our liquidity and our ability to continue as a going concern.

We face significant operational challenges in our global agri-foods

operations, which have resulted in a significant curtailing of our operations and could materially adversely affect our business, financial

condition, results of operations, and future prospects.

Our business involves farming, commodity trading, and shipping of food

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

We have recently encountered

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

These challenges include,

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

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

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

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

As a result of these operational difficulties, we have had to curtail a

significant portion of our operations, which has strained our liquidity, increased our reliance on external financing, and heightened

the risk of default under our existing obligations.

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

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

business may continue to suffer prolonged periods of inactivity.

4 unchanged sentences

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

There can be no assurance that we will successfully

overcome these operational issues or resume revenue-generating activities.

Failure to do so could result in a material adverse effect

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

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

We will need additional capital to fund our operations,

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

We may not be able to obtain additional

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

In order to continue operating, we need to obtain

additional financing, either through borrowings, private placements, public offerings, or some type of business combination, such as a

merger or buyout, and there can be no assurance that we will be successful in such pursuits.

We may be unable to acquire the additional

funding necessary to continue operating.

Accordingly, if we are unable to generate adequate cash from operations, and if we are unable

to find sources of funding, it may be necessary for us to sell one or more lines of business or all or a portion of our assets, enter

into a business combination, or reduce or eliminate operations.

These possibilities, to the extent available, may be on terms that result

in significant dilution to our shareholders or that result in our shareholders losing all of their investment in our Company.

We require significant capital in relation to our

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

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

commodities, which may fluctuate significantly and change quickly.

Moreover, the expansion of our business and pursuit of acquisitions

or other business opportunities may require significant amounts of capital.

Access to credit markets and pricing of our capital is dependent

upon maintaining sufficient credit ratings from credit rating agencies.

We have been unable to maintain sufficiently high credit ratings,

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

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

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

We manage this risk with

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

management practices.

We need to raise additional capital, which could result

in dilution or increased debt obligations.

The Company may seek to raise additional capital to

fund operations, strategic initiatives, or other corporate purposes.

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

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

This increase provides

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

Future issuances of common stock could dilute the

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

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

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

The incurrence of indebtedness would result in additional

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

Additionally,

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

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

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

and results of operations.

Our indebtedness could negatively affect our financial

condition, decrease our liquidity and impair our ability to operate the business.

If cash on hand is insufficient to pay our obligations,

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

As we were not presented with cash generating opportunities in

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

While we still maintain Sadot LLC and are scrutinizing occasional sporadic

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

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

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

the supply chain activity.

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

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

Further, there is no guarantee that the

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

We are subject to global and regional economic

downturns and related risks.

The level of demand for our products is affected by

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

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

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

Further, deteriorating

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

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

our products.

Additionally, weak global economic conditions and

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

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

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

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

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

organizations in the United States and global financial institutions.

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

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

There can be no assurance that we will successfully overcome these operational

issues or resume revenue-generating activities.

Failure to do so could result in a material adverse effect on our financial condition,

stock price, and ability to continue as a going concern, potentially leading to delisting from Nasdaq or other exchanges, reduced access

to capital, and diminished investor confidence.

We will need additional capital to fund our operations, which, if obtained,

could result in substantial dilution or significant debt service obligations.

We may not be able to obtain additional capital on commercially

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

In order to continue operating, we need to obtain additional financing,

either through borrowings, private placements, public offerings, or some type of business combination, such as a merger or buyout, and

there can be no assurance that we will be successful in such pursuits.

We may be unable to acquire the additional funding necessary to

continue operating.

Accordingly, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding,

it may be necessary for us to sell one or more lines of business or all or a portion of our assets, enter into a business combination,

or reduce or eliminate operations.

These possibilities, to the extent available, may be on terms that result in significant dilution to

our shareholders or that result in our shareholders losing all of their investment in our Company.

We require significant capital in relation to our Sadot operations, including

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

Our working capital requirements, including

margin requirements on open positions on futures exchanges, are directly affected by the price of agricultural commodities, which may

fluctuate significantly and change quickly.

Moreover, the expansion of our business and pursuit of acquisitions or other business opportunities

may require significant amounts of capital.

Access to credit markets and pricing of our capital is dependent upon maintaining sufficient

credit ratings from credit rating agencies.

We have been unable to maintain sufficiently high credit ratings, and, as a result, access

to certain tier one commercial paper and other debt markets and costs of borrowings are not currently available.

If we are unable to generate

sufficient cash flow or maintain access to adequate external financing, including as a result of significant disruptions in the global

credit markets, it could restrict our current operations and our growth opportunities.

We manage this risk with constant monitoring of

credit/liquidity metrics, cash forecasting, and routine communications with credit rating agencies regarding risk management practices.

We need to raise additional capital, which could result in dilution or

increased debt obligations.

The Company may seek to raise additional capital to fund operations, strategic

initiatives, or other corporate purposes.

On April 13, 2026, our shareholders approved an amendment to our Articles of Incorporation to

increase the number of authorized shares of common stock.

Following the 1-for-20 reverse stock split effected in May 2026, the Company

is authorized to issue 12,500,000 shares of common stock.

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

financings, acquisitions, equity compensation, or other corporate purposes, subject to the availability of authorized shares and, where

applicable, shareholder approval.

Future issuances of common stock could dilute the ownership and voting

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

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

The sale of convertible debt

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

The incurrence of indebtedness would result in additional debt service

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

Additionally, our ability

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

There can be no assurance

that financing, whether through equity or debt, will be available in amounts or on terms acceptable to the Company, if at all.

to raise additional funds on favorable terms could materially adversely affect our liquidity, financial condition, and results of operations.

Our indebtedness could negatively affect our financial condition, decrease

our liquidity and impair our ability to operate the business.

If cash on hand is insufficient to pay our obligations, it could have an

adverse effect on our ability to conduct our business.

As we were not presented with cash generating opportunities in the supply chain,

we are seeking alternative lines of businesses.

While we still maintain Sadot LLC and are scrutinizing occasional sporadic trading offers,

our focus on alternative sectors is picking up speed.

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

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

chain activity.

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

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

Further, there is no guarantee that the Company

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

We are subject to global and regional economic downturns and related

The level of demand for our products is affected by global and regional

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

A significant downturn

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

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

Further, deteriorating economic and political

conditions in our major markets, such as inflation, increased unemployment, decreases in disposable income, declines in consumer confidence,

uncertainty about economic stability, or economic slowdowns or recessions, could cause a decrease in demand for our products.

Additionally, weak global economic conditions and adverse conditions in

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

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

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

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

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

in the United States and global financial institutions.

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

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

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

and Qualitative Disclosures About Market Risk” for more information.

We expect the pressures of input cost inflation to

continue into 2026.

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

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

conditions in 2026.

We are exposed to adverse weather conditions, pandemic

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

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

Our headquarters, trade offices, and farms, as well

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

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

Adverse weather conditions have historically caused

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

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

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

Our farming operations have solely been located in the

Mkushi region of Zambia.

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

impacts on our crop yields and planting cycles.

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

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

Furthermore we

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

minimum stretching into many months and years.

Severe adverse weather conditions, such as hurricanes

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

damage to us.

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

river barges, rail, and truck.

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

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

Additionally, the potential physical impacts of climate

change are uncertain and may vary by region.

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

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

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

and the supply and demand for agricultural commodities.

These events also could have indirect consequences

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

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

We expect the pressures of input cost inflation to continue into 2026.

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

United States

has reported and is continuing to report weaker GDP growth, with some economists forecasting a continuation of these conditions in 2026.

We are exposed to adverse weather conditions, pandemic outbreaks, political

events, war and terrorism that could disrupt business and may adversely affect the availability, quality and price of agricultural commodities

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

Our headquarters, trade offices, and farms, as well as certain of our vendors

and customers, are located in areas which have been and could be subject to natural disasters such as floods, droughts, blizzards, hurricanes,

tornadoes, fires or earthquakes.

Adverse weather conditions have historically caused volatility in the agricultural

commodity industry and consequently in our operating results by causing crop failures or significantly reduced harvests, which may affect

the supply and pricing of the agricultural commodities that we sell and use in our business, and negatively affect the creditworthiness

of agricultural producers who do business with us.

Our farming operations have solely been located in the Mkushi region of Zambia.

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

and planting cycles.

Adverse crop conditions in the Mkushi region can increase the input costs or lower the market value of our products

relative to other market participants that do not have the same geographic concentration.

Furthermore we learned the hard way, that entering

transactions in Zambia are full of complexities and outcomes which are either unfavorable or at a minimum stretching into many months

Severe adverse weather conditions, such as hurricanes and severe storms,

may also result in extensive property damage, extended business interruption, personal injuries, and other loss and damage to us.

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

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

may also have a significant adverse impact on our operations and related supply chains.

Additionally, the potential physical impacts of climate change are uncertain

and may vary by region.

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

storm patterns and intensities, and changing temperature levels that could adversely impact our costs and business operations, the location,

costs and competitiveness of agricultural commodity production and related storage and processing facilities and the supply and demand

for agricultural commodities.

These events also could have indirect consequences such as increases in

the cost of insurance if they result in significant loss of property or other insurable damage and the effect could be material to our

results of operations, liquidity or capital resources.

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

globally and in emerging markets.

We were trying to build a global business with a substantial

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

In addition, our business strategies may involve expanding or

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

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

We were trying to build a global business with a substantial majority of

our assets and operations located outside the United States.

In addition, our business strategies may involve expanding or developing

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

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

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

● new and developing requirements related to GHG emissions and other climate change initiatives and workforce

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

● and inclusion mandates;

● inflation, hyperinflation, and adverse economic effects resulting from governmental attempts to control

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

For example, inflation rates in many countries

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

● changes in laws and regulations or their interpretation or enforcement in the countries in which we operate,

including the effects of complying with tax law on us and our shareholders;

● inflation, hyperinflation, and adverse economic effects resulting from governmental attempts to control inflation, such as the imposition

of wage and price controls and higher interest rates.

For example, inflation rates in many countries in which we operate are currently

at the highest levels in decades, resulting in tighter monetary policies, including higher interest rates;

● changes in laws and regulations or their interpretation or enforcement in the countries in which we operate, including the effects

of complying with tax law on us and our shareholders;

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

● exchange controls or other currency restrictions and limitations on the movement of funds, such as on

the remittance of dividends and/or reimbursements by subsidiaries;

● exchange controls or other currency restrictions and limitations on the movement of funds, such as on the remittance of dividends

and/or reimbursements by subsidiaries;

● inadequate infrastructure and logistics challenges;

● sovereign risk and the risk of government intervention, including through expropriation, or regulation

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

● the requirement to comply with a wide variety of laws and regulations that apply to international operations,

including, without limitation, economic sanctions regulations, labor laws, import and export regulations, anti-corruption and anti-bribery

laws, as well as other laws or regulations discussed in this “Item 1A.

● sovereign risk and the risk of government intervention, including through expropriation, or regulation of the economy or natural resources,

including restrictions on foreign ownership of land or other assets;

● the requirement to comply with a wide variety of laws and regulations that apply to international operations, including, without limitation,

economic sanctions regulations, labor laws, import and export regulations, anti-corruption and anti-bribery laws, as well as other laws

or regulations discussed in this “Item 1A.

Risk Factors” section;

● challenges in maintaining an effective internal control environment with operations in multiple international

locations, including language differences, varying levels of U.S.

GAAP expertise in international locations and multiple financial information

● challenges in maintaining an effective internal control environment with operations in multiple international locations, including

language differences, varying levels of U.S.

GAAP expertise in international locations and multiple financial information systems;

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

● labor disruptions, civil unrest, significant political instability, coup attempts, wars or other armed

conflict or acts of terrorism.

These risks could adversely affect our operations,

business strategies, and operating results.

As a result of our international operations, we are

also exposed to currency exchange rate fluctuations.

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

These risks could adversely affect our operations, business strategies,

and operating results.

As a result of our international operations, we are also exposed to currency

exchange rate fluctuations.

Changes in exchange rates between the U.S.

dollar and other foreign currencies, particularly

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

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

Additionally, there continues to be a great deal of

uncertainty regarding U.S.

dollar and other foreign currencies, particularly the Brazilian

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

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

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

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

In recent years, there has

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

being challenged.

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

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

Our Company is subject to numerous laws, regulations,

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

Our Company does business globally, connecting crops

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

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

In recent years, there has been an increase in populism

and nationalism in various countries around the world and consequently historical free trade principles are being challenged.

As we continue

to operate our business globally, our success will depend, in part, on the nature and extent of any such changes and how well we are able

to anticipate, respond to and effectively manage any such changes.

Our Company is subject to numerous laws, regulations, and mandates globally

which could adversely affect our operating results and forward strategy.

Our Company does business globally, connecting crops and markets in various

countries, and is required to comply with laws and regulations administered by the United States federal government as well as state,

local, and non-U.S.

governmental authorities in numerous areas including:

accounting and income taxes, anti-corruption,

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

might face challenges from U.S.

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

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

and globally.

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

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

damage to its reputation.

Government policies, mandates, and regulations

specifically affecting the agricultural sector and related industries;

accounting and income taxes, anti-corruption, anti-bribery,

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

Our Company might face

challenges from U.S.

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

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

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

civil, and criminal remedies, including fines, penalties, disgorgement, injunctions, and recalls of its products and damage to its reputation.

Government policies, mandates, and regulations specifically affecting

the agricultural sector and related industries;

regulatory policies or matters that affect a variety of businesses;

1 unchanged sentence

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

Agricultural production and trade flows are subject

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

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

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

These policies can influence the planting of certain

Agricultural production and trade flows are subject to government policies,

mandates, regulations and trade agreements, including taxes, tariffs, duties, subsidies, incentives, foreign exchange rates and import

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

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

These policies can influence the planting of certain crops;

the location and size of crop production;

whether unprocessed or processed commodity products are traded;

the volume and types

of imports and exports;

the volume and types of imports

the availability and competitiveness of feedstocks as raw materials;

the viability and volume of production of

certain of our products;

the viability and volume of production of certain of

our products;

and industry profitability.

International trade regulations can adversely affect agricultural commodity trade

flows by limiting or disrupting trade between countries or regions.

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

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

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

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

adversely affect our ability to deploy

adequate hedging programs;

International trade regulations can adversely affect agricultural commodity trade flows by limiting

or disrupting trade between countries or regions.

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

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

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

Future government

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

adversely affect our ability to deploy adequate hedging

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

and adversely affect our revenues and

operating results.

Our Company’s operating results could be affected

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

creating risks including, but not limited to:

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

conditions and regulations, and safety and environmental regulations;

and adversely affect our revenues and operating results.

Our Company’s operating results could be affected by political instability

and by changes in monetary, fiscal, trade, and environmental policies, laws, regulations, and acquisition approvals, creating risks including,

but not limited to:

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

and safety and environmental regulations;

reduced protection of intellectual property rights;

changes in the

regulatory or legal environment;

changes in the regulatory or legal environment;

restrictions on currency exchange activities;

1 unchanged sentence

burdensome taxes and tariffs;

enforceability of legal agreements and judgments;

enforceability of legal agreements

and judgments;

adverse tax, administrative agency or judicial outcomes;

and regulation or taxation

of greenhouse gases.

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

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

Our Company benefits from the free flow of agricultural

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

and regulation or taxation of greenhouse gases.

International

risks and uncertainties, including changing social and economic conditions as well as terrorism, political hostilities, and war, could

limit our ability to transact business in these markets.

Our Company benefits from the free flow of agricultural and food and feed ingredient

products from the U.S.

and other sources to markets around the world.

Increases in tariff and restrictive

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

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

Proposed tariffs on imports into the United

States, potential retaliatory tariffs on U.S.

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

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

Our strategy involves expanding the volume and diversity

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

expanding the sustainable agriculture programs and partnerships it participates in.

Government policies including, but not limited to,

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

ability to execute this strategy successfully.

Upon the expansion of our operations internationally,

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

Foreign Corrupt Practices Act and similar worldwide

anti-bribery and anti-kickback laws.

We have expanded our operations outside the United

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

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

Increases in tariff and restrictive trade activities around the

world (e.g., the U.S.-China trade relations dispute, Iran sanctions) could negatively impact our ability to enter certain markets or the

price of products may become less competitive in those markets.

Proposed tariffs on imports into the United States, potential retaliatory

tariffs on U.S.

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

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

Our strategy involves expanding the volume and diversity of crops it merchandises

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

agriculture programs and partnerships it participates in.

Government policies including, but not limited to, antitrust and competition

law, trade restrictions, food safety regulations, sustainability requirements and traceability, can impact our ability to execute this

strategy successfully.

Upon the expansion of our operations internationally, we have been and

could continue to be adversely affected by violations of the U.S.

Foreign Corrupt Practices Act and similar worldwide anti-bribery and

anti-kickback laws .

We have expanded our operations outside the United States.

Corrupt Practices Act, and other similar anti-bribery and anti-kickback laws and regulations, generally prohibit companies and their intermediaries

from making improper payments to non-U.S.

officials for the purpose of obtaining or retaining business.

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

laws or regulations.

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

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

The availability and prices of the agricultural

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

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

We cannot assure you that we will

be successful in preventing our franchisees or other agents from taking actions in violation of these laws or regulations.

Such violations,

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

of operations and cash flows.

The availability and prices of the agricultural commodities and agricultural

commodity products we procure, transport, store, process, and merchandise can be affected by climate change, weather conditions, disease,

government programs, competition, and various other factors beyond our control and could adversely affect our operating results.

The availability and prices of agricultural commodities are subject to

wide fluctuations, including impacts from factors outside our control, such as changes in weather conditions, climate change, rising sea

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

our operating results.

The availability and prices of agricultural commodities

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

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

affect our operating results.

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

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

Management-established limits (including a corporate

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

Additionally, we depend

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

Reduced supply of agricultural commodities could adversely

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

merchandise agricultural commodities in an efficient manner.

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

working capital funding.

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

cycles, price volatility is somewhat diminished.

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

and reduced market spread and basis opportunities.

Advances in technology, such as seed and crop protection,

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

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

We are required to carry significant amounts of

inventory across all of our businesses.

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

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

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

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

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

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

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

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

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

Technological advances in agriculture, such

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

demand for our crop nutrients and crop protection products.

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

We face increasing exposure to country risk in

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

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

We have increased our international supply chain operations

and exposure.

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

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

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

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

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

Additionally, there could be a rapid increase in interest

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

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

merchandiser teams, to continually assess price and basis opportunities.

Management-established limits (including a corporate wide value-at-risk

metric), with robust internal reporting, help to manage risks in pursuit of driving performance.

Additionally, we depend globally on agricultural

producers to ensure an adequate supply of agricultural commodities.

Reduced supply of agricultural commodities could adversely affect our profitability

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

commodities in an efficient manner.

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

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

is somewhat diminished.

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

spread and basis opportunities.

Advances in technology, such as seed and crop protection, farming techniques,

storage and logistics, and speed of information flow, may reduce the significance of dislocations and arbitrage opportunities in the agricultural

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

We are required to carry significant amounts of inventory across all

of our businesses.

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

impact on the Company’s financial results.

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

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

For example, within our Sadot Agri-Foods business, there is the risk that

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

If the quality of our inventory

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

In our Sadot farming operations

business, planted acreage, and consequently the volume of fertilizer and crop protection products applied, is partially dependent upon

government programs and the producer’s perception of demand.

Technological advances in agriculture, such as genetically engineered

seeds that resist disease and insects, or that meet certain nutritional requirements, could also affect the demand for our crop nutrients

and crop protection products.

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

We face increasing exposure to country risk in countries that face financial,

political, and economic unrest through unsecured credit, inventory, forward contract risk or payment origination that could adversely

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

We have increased our international supply chain operations and exposure.

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

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

In certain areas in which

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

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

increases the size and potential severity of our country risk.

Additionally, there could be a rapid increase in interest rates creating

difficulty for our counterparties to access U.S.

dollars making it difficult to collect accounts receivable timely.

We are exposed to potential business disruption

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

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

affect our operating results.

Our operations rely on dependable and efficient transportation

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

products to our customers in a timely manner.

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

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

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

poor supplier credit conditions.

We are continuing to enhance and deploy additional

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

in the supply chain.

Our business is seasonal, and our results may fluctuate

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

As with any agricultural business enterprise, our

business operations are seasonal in nature.

This creates price fluctuations, which result in fluctuations in our inventories and a degree

of seasonality in our gross profit.

We are exposed to potential business disruption including, but not limited

to, disruption of transportation services, disruption in the supply, and other impacts resulting from acts of terrorism or war, natural

disasters, pandemics, severe weather conditions, accidents, or other planned disruptions, which could adversely affect our operating results.

Our operations rely on dependable and efficient transportation services

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

to our customers in a timely manner.

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

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

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

credit conditions.

We are continuing to enhance and deploy additional food safety and security

procedures and controls to appropriately mitigate the risks of any adulteration of the Company’s products in the supply chain.

Our business is seasonal, and our results may fluctuate depending on

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

As with any agricultural business enterprise, our business operations are

seasonal in nature.

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

gross profit.

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

Seasonality could have

a material adverse effect on our business and financial performance.

In addition, our quarterly results may vary as a result of the effects

of fluctuations in commodities prices, production yields and costs.

We are vulnerable to the effects of supply and

demand imbalances in our industries.

Historically, the market for some agricultural commodities

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

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

The timing and extent of this expansion

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

product prices and operating results.

Seasonality could have a material adverse effect

on our business and financial performance.

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

prices, production yields and costs.

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

our industries.

Historically, the market for some agricultural commodities and fertilizer

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

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

The timing and extent of this expansion may

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

prices and operating results.

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

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

Our Company may fail to realize the benefits of

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

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

As we began executing our growth strategy, through

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

and delayed synergies.

Growth in new geographies outside the U.S.

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

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

Expanding businesses where we have limited presence may

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

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

growth or operational initiatives.

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

Our Company may fail to realize the benefits of or experience delays

in the execution of its growth strategy, which encompasses organic and inorganic initiatives, including those outside the U.S.

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

As we began executing our growth strategy, through both organic and inorganic

growth, we have encountered and may encounter risks which could result in increased costs, decreased revenues and delayed synergies.

in new geographies outside the U.S.

can expose us to volatile economic, political and regulatory risks that may negatively impact our

operations and ability to achieve our growth strategy.

Expanding businesses where we have limited presence may expose us to risks related

to the inability to identify an appropriate partner or target and favorable terms, inability to retain/hire strategic talent or integration

risks that may require significant management resources that would have otherwise been available for ongoing growth or operational initiatives.

Acquisitions may involve unanticipated delays, costs and other problems.

Due diligence performed prior

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

resulting in a reduction of the anticipated acquisition benefits.

Due diligence performed prior to an acquisition may not identify

a material liability or issue that could impact our reputation or adversely affect results of operations resulting in a reduction of the

anticipated acquisition benefits.

Additionally, acquisitions may involve integration risks such as:

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

retain acquired employees and other unanticipated risks.

Failure to manage our growth effectively could

harm our business and operating results.

Our growth plan included expansion into multiple verticals

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

transportation, food processing, sustainability and carbon offsets.

Our existing management systems, financial and management controls

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

Managing our growth effectively will require us to continue

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

We may not respond quickly

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

results of operations.

The Company may not be able to effectively integrate

businesses it acquires.

We continuously look for opportunities to enhance

our existing businesses through strategic acquisitions.

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

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

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

In addition, we

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

Additional risks

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

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

Failure to manage our growth effectively could

harm our business and operating results.

Our growth plan included expansion into multiple verticals

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

transportation, food processing, sustainability and carbon offsets.

Our existing management systems, financial and management controls

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

Managing our growth effectively will require us to continue

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

We may not respond quickly

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

financial condition and results of operations.

We may not realize the anticipated benefits of

acquisitions, divestitures or joint ventures.

Part of our strategy involves acquisitions, alliances

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

Our ability to benefit from acquisitions, joint ventures,

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

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

In addition, we proactively

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

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

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

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

Our acquisition, joint venture, or divestiture activities

may involve unanticipated delays, costs, and other problems.

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

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

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

resources, including management time, to such transactions.

Acquisitions also pose the risk that we may be exposed

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

The due diligence we conduct

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

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

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

of the acquisition.

internal control effectiveness, system

integration risks, the risk of impairment charges related to goodwill and other intangibles, ability to retain acquired employees and

other unanticipated risks.

Failure to manage our growth effectively could harm our business and

operating results.

Our growth plan included expansion into multiple verticals of the food

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

food processing, sustainability and carbon offsets.

Our existing management systems, financial and management controls and information

systems may be inadequate to support our planned expansion.

Managing our growth effectively will require us to continue to enhance these

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

We may not respond quickly enough to the changing

demands that our expansion will impose on our management, which could harm our business, financial condition and results of operations.

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

We continuously look for opportunities to enhance our existing businesses

through strategic acquisitions.

The process of integrating an acquired business into our existing business and operations may result in

unforeseen operating difficulties and expenditures as well as require a significant amount of management resources.

There is also the

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

In addition, we may not realize

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

Additional risks may include the

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

The inability to maintain

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

Failure to manage our growth effectively could harm our business and

operating results.

Our growth plan included expansion into multiple verticals of the food

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

food processing, sustainability and carbon offsets.

Our existing management systems, financial and management controls and information

systems may be inadequate to support our planned expansion.

Managing our growth effectively will require us to continue to enhance these

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

We may not respond quickly enough to the changing

demands that our expansion will impose on our management, and existing infrastructure, which could harm our business, financial condition

and results of operations.

We may not realize the anticipated benefits of acquisitions, divestitures

or joint ventures.

Part of our strategy involves acquisitions, alliances and joint ventures

designed to expand or optimize our portfolio of businesses.

Our ability to benefit from acquisitions, joint ventures, and alliances depends

on many factors, including our ability to identify suitable prospects, access funding sources on acceptable terms, negotiate favorable

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

In addition, we proactively review our portfolio

of businesses in order to identify opportunities to enhance shareholder value and may decide as a result of such reviews or otherwise,

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

Our ability to successfully

complete a divestiture will depend on, among other things, our ability to identify buyers that are prepared to acquire such assets or

businesses on acceptable terms and to adjust and optimize our retained businesses following the divestiture.

Our acquisition, joint venture, or divestiture activities may involve unanticipated

delays, costs, and other problems.

If we encounter unexpected problems with acquisitions, joint ventures, or divestitures, our senior

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

Additionally, we may

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

including management time, to such transactions.

Acquisitions also pose the risk that we may be exposed to successor liability

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

The due diligence we conduct in connection with

an acquisition, the controls and policies we implement at acquired companies, and any contractual guarantees or indemnities that we receive

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

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

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

5 unchanged sentences

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

Divestitures may also expose us to potential liabilities

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

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

The magnitude of any such retained

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

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

Divestitures also have other inherent risks, including possible

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

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

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

Further, expected cost

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

Additionally, we entered into joint ventures and investments

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

As a result, we face certain operating, financial,

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

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

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

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

work with or resolve disputes with the joint venture partner.

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

to our earnings and cash flows.

Divestitures may also expose us to potential liabilities or claims for

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

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

The magnitude of any such retained liability or indemnification

obligation may be difficult to quantify at the time of the transaction and its cost to us could ultimately exceed the proceeds we receive

for the divested assets or businesses.

Divestitures also have other inherent risks, including possible delays in closing transactions

(including potential difficulties in obtaining regulatory approvals), the risk of lower-than-expected sales proceeds for the divested

businesses and unexpected costs or other difficulties associated with the separation of the businesses to be sold from our information

technology systems and other management processes, including the loss of key personnel.

Further, expected cost savings or other anticipated

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

Additionally, we entered into joint ventures and investments in which we

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

As a result, we face certain operating, financial, and other

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

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

with respect to the joint venture’s activities that we may believe are favorable if the joint venture partner does not agree, compliance

risks relating to actions of the joint venture or our partners, and the risk that we will be unable to effectively work with or resolve

disputes with the joint venture partner.

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

and cash flows.

We face increasing competition and pricing pressure from other companies

2 unchanged sentences

and our earnings and cash flows would be adversely affected.

The markets for our products in the Sadot Agri-Foods

operations is highly competitive.

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

have considerably larger financial resources.

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

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

The failure to enforce and maintain our trademarks

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

brand awareness.

We have registered Sadot ® as trademarks

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

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

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

The success of

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

If our efforts to protect our

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

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

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

There can be no assurance that all

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

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

Third-party claims with respect to intellectual

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

which may in turn adversely affect sales and revenues.

There can be no assurance that third parties will

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

dress and other intellectual property assets are invalid or unenforceable.

Any such claims could have a material adverse effect on us

if such claims were to be decided against us.

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

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

If the intellectual

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

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

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

There could be significant expenses associated with the defense of

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

We are subject to significant pending litigation

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

lead to bankruptcy.

We are involved in multiple material legal proceedings

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

We are involved in material litigation and regulatory proceedings, including but not limited to:

- An adverse judgment in Zambian courts regarding

our majority-owned farm operations resulting in the loss of our interest in approximately 5,000 acres;

we have appealed the judgment and

are seeking recovery of approximately $3.5 million.

The appeals process is ongoing and the ultimate outcome is uncertain.

● A dispute with our factoring company regarding amounts owed under a recourse factoring arrangement secured

by $3.9 million of accounts receivable, which is the subject of pending litigation.

The markets for our products in the Sadot Agri-Foods operations is highly

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

larger financial resources.

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

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

The failure to enforce and maintain our trademarks and protect our other

intellectual property could materially adversely affect our business, including our ability to establish and maintain brand awareness.

We have registered Sadot® as trademarks or service marks with the United

States Patent and Trademark Office.

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

LinkedIn, Twitter and other social media and internet accounts are our intellectual property.

The success of our business strategy depends

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

If our efforts to protect our intellectual property are not

adequate, or if any third-party misappropriates or infringes on our intellectual property, whether in print, on the Internet or through

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

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

There can be no assurance that all of the steps we have

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

In addition, the laws of some

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

Third-party claims with respect to intellectual property assets, if

decided against us, may result in competing uses or require adoption of new, non-infringing intellectual property, which may in turn adversely

affect sales and revenues.

There can be no assurance that third parties will not assert infringement

or misappropriation claims against us, or assert claims that our rights in our trademarks, service marks, trade dress and other intellectual

property assets are invalid or unenforceable.

Any such claims could have a material adverse effect on us if such claims were to be decided

If our rights in any intellectual property were invalidated or deemed unenforceable, it could permit competing uses of intellectual

property which, in turn, could lead to a decline in overall revenues.

If the intellectual property became subject to third-party infringement,

misappropriation or other claims, and such claims were decided against us, we may be forced to pay damages, be required to develop or

adopt non-infringing intellectual property or be obligated to acquire a license to the intellectual property that is the subject of the

asserted claim.

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

We are subject to significant pending litigation that, if resolved unfavorably,

could result in substantial monetary damages exceeding our current financial resources and potentially lead to bankruptcy.

We are involved in multiple material legal proceedings with aggregate claimed

damages that would exceed our cash availability (excluding interest, punitive damages, and counterclaim-related exposures).

We are involved

in material litigation and regulatory proceedings, including but not limited to:

● An adverse judgment in Zambian courts regarding our majority-owned farm operations resulting in the loss of our interest in approximately

we have appealed the judgment and are seeking recovery of approximately $3.5 million.

The appeals process is ongoing and

the ultimate outcome is uncertain.

● A dispute with our factoring company regarding amounts owed under a recourse factoring arrangement secured by $3.9 million of accounts

receivable, which is the subject of pending litigation.

● Other claims, including those related to former executives and service providers.

These matters could result in significant monetary

judgments, loss of assets, or other adverse outcomes that would materially adversely affect our financial condition, results of operations,

and liquidity.

Although we believe we have meritorious defenses and

have asserted substantial counterclaims, litigation outcomes are inherently uncertain.

An adverse judgment or series of judgments in one

or more of these matters could require payments that exceed our available cash, insurance coverage, and access to capital, which could

materially impair our liquidity, force us to seek additional financing on unfavorable terms, or result in insolvency or bankruptcy proceedings.

Our information technology systems, processes and

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

We rely on certain key information technology systems,

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

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

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

If we or our third party service

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

Increased global cybersecurity vulnerabilities, threats

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

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

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

Such vulnerabilities include, among other things, social engineering

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

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

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

such attacks to increase.

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

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

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

and results of operations.

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

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

and security breaches.

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

New technology that could result in greater operational

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

In addition, the risk of cybersecurity incidents,

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

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

to certain companies’ continued operations in Russia.

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

critical infrastructure and financial institutions globally.

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

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

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

While we have taken actions to mitigate such potential

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

companies in retaliation

sanctions against Russia, or U.S.

These matters could result in significant monetary judgments, loss of assets,

or other adverse outcomes that would materially adversely affect our financial condition, results of operations, and liquidity.

Although we believe we have meritorious defenses and have asserted substantial

counterclaims, litigation outcomes are inherently uncertain.

An adverse judgment or series of judgments in one or more of these matters

could require payments that exceed our available cash, insurance coverage, and access to capital, which could materially impair our liquidity,

force us to seek additional financing on unfavorable terms, or result in insolvency or bankruptcy proceedings.

Our information technology systems, processes and sites may suffer interruptions,

security breaches or failures that may adversely affect our ability to conduct our business

We rely on certain key information technology systems, some of which are

dependent on services provided by third parties, to provide critical data and services for internal and external users, including procurement

and inventory management, transaction processing, financial, commercial and operational data, human resources management, legal and tax

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

If we or our third party service providers

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

Increased global cybersecurity vulnerabilities, threats and more sophisticated

and targeted cybersecurity attacks pose a potentially significant risk to the security of our information technology systems, networks

and services, as well as the confidentiality, availability and integrity of our data and the confidential data of our employees, customers,

suppliers and other third parties that we may hold.

Such vulnerabilities include, among other things, social engineering threats and more

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

We may incur significant costs

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

We and our third-party service

providers are targeted by malicious actors and expect such incidents to continue and the frequency and severity of such attacks to increase.

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

protect our information technology systems may be insufficient and we may experience significant breaches or other failures or disruptions

that could compromise our systems and the information we store and, ultimately, affect our business operations and results of operations.

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

risks to our information technology systems, including, but not limited to, increased risks of cyberattacks and security breaches.

are also exposed to the risk of insider threat attacks.

New technology that could result in greater operational efficiency may further

expose our computer systems to the risk of cyberattacks.

In addition, the risk of cybersecurity incidents, including cyberattacks

against the Ukrainian government and other countries in the region, has increased in connection with the ongoing Ukraine-Russia war, driven

by justifications such as retaliation for the sanctions imposed in conjunction with the war, or in response to certain companies’

continued operations in Russia.

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

and financial institutions globally.

While we no longer have operations in Russia, we do have operations in the region that, along with

our operations globally, could be adversely affected by these attacks, including cyber-based attacks against our information technology

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

While we have taken actions to mitigate such potential risks, the proliferation

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

companies in retaliation for U.S.

sanctions against

Russia, or U.S.

support of Ukraine, could also adversely affect our operations.

We have implemented security policies, training programs,

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

of our networks and critical systems.

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

or mitigate their severity if they do occur.

If our information technology systems are breached,

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

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

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

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

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

We are also subject to a variety of laws and regulations

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

transfer, and security of personal information.

Data privacy regulations continue to evolve, and non-compliance with such regulations,

including as a result of adoption of emerging technologies, such as artificial intelligence, could subject the Company to legal claims

or proceedings, potential regulatory fines and penalties and damage to our reputation.

These factors may adversely impact our business,

results of operations, and financial condition, as well as our competitive position.

We have implemented security policies, training programs, measures and

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

networks and critical systems.

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

mitigate their severity if they do occur.

If our information technology systems are breached, damaged or fail to

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

catastrophic events or power outages, and our security, contingency disaster recovery, or other risk mitigation plans do not effectively

mitigate these occurrences on a timely basis, we may experience a material disruption in our ability to manage our business operations

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

Further, our sensitive

information may be compromised and we may suffer representational harm.

We are also subject to a variety of laws and regulations regarding data

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

security of personal information.

Data privacy regulations continue to evolve, and non-compliance with such regulations, including as

a result of adoption of emerging technologies, such as artificial intelligence, could subject the Company to legal claims or proceedings,

potential regulatory fines and penalties and damage to our reputation.

These factors may adversely impact our business, results of operations,

and financial condition, as well as our competitive position.

Human capital requirements may not be sufficient to effectively support

global operations.

Our global operations were intended to function with

trained individuals necessary for the warehousing, and shipping of raw materials for products used in other areas of manufacturing or

sold as inputs or products to third-party customers.

Our global operations were intended to function with trained individuals

necessary for the warehousing, and shipping of raw materials for products used in other areas of manufacturing or sold as inputs or products

to third-party customers.

Our Company may lack the necessary methods and tactics to mitigate potential shortfalls.

Matters relating to employment and labor law may

adversely affect our business.

Various federal and state labor laws govern our relationships

with our employees and affect operating costs.

Matters relating to employment and labor law may adversely affect our

Various federal and state labor laws govern our relationships with our

employees and affect operating costs.

These laws include employee classifications as exempt or non-exempt, minimum wage requirements,

6 unchanged sentences

our business, financial condition, operating results or cash flow.

We are also subject in the ordinary course of business

to employee claims against us based, among other things, on discrimination, harassment, wrongful termination or violation of wage and

Such claims could also be asserted against us by employees of our franchisees.

Moreover, claims asserted against franchisees

may at times be made against us as a franchisor.

These claims may divert our financial and management resources that would otherwise be

used to benefit our operations.

The ongoing expense of any resulting lawsuits, and any substantial settlement payment or damage award

against us, could adversely affect our business, brand image, employee recruitment, financial condition, operating results or cash flows.

In addition, various states in which we operate are

considering or have already adopted new immigration laws or enforcement programs, and the United States Congress and Department of Homeland

Security from time to time consider and may implement changes to federal immigration laws, regulations or enforcement programs as well.

Some of these changes may increase our obligations for compliance and oversight, which could subject us to additional costs and make our

hiring process more cumbersome or reduce the availability of potential employees.

We are also subject in the ordinary course of business to employee claims

against us based, among other things, on discrimination, harassment, wrongful termination or violation of wage and labor laws.

could also be asserted against us by employees of our franchisees.

Moreover, claims asserted against franchisees may at times be made

against us as a franchisor.

These claims may divert our financial and management resources that would otherwise be used to benefit our

The ongoing expense of any resulting lawsuits, and any substantial settlement payment or damage award against us, could adversely

affect our business, brand image, employee recruitment, financial condition, operating results or cash flows.

In addition, various states in which we operate are considering or have

already adopted new immigration laws or enforcement programs, and the United States Congress and Department of Homeland Security from

time to time consider and may implement changes to federal immigration laws, regulations or enforcement programs as well.

Some of these

changes may increase our obligations for compliance and oversight, which could subject us to additional costs and make our hiring process

more cumbersome or reduce the availability of potential employees.

Although we require all workers to provide us with government-specified

7 unchanged sentences

These factors could have a material adverse effect on our business, financial condition and results of operations.

Finally, the Company has employees who reside in different

countries around the world who have specific labor law requirements we are subject to follow.

We depend on our executive officers, the loss of

whom could materially harm our business.

We rely upon the accumulated knowledge, skills and

experience of our executive officers, significant employees and expertise of our hired consultants.

Our executive officers, significant

employees and hired consultants have significant experience in international and agri-foods industries.

If they were to leave us or become

incapacitated, we might suffer in our planning and execution of business strategy and operations, impacting our brand and financial results.

We also do not maintain any key man life insurance policies for any of our employees.

Finally, the Company has employees who reside in different countries around

the world who have specific labor law requirements we are subject to follow.

We depend on our executive officers, the loss of whom could materially

harm our business.

We rely upon the accumulated knowledge, skills and experience of our executive

officers, significant employees and expertise of our hired consultants.

Our executive officers, significant employees and hired consultants

have significant experience in international and agri-foods industries.

If they were to leave us or become incapacitated, we might suffer

in our planning and execution of business strategy and operations, impacting our brand and financial results.

We also do not maintain

any key man life insurance policies for any of our employees.

Our risk management strategies may not be effective.

Our business is affected by fluctuations in agricultural

commodity prices, transportation costs, energy prices, interest rates, and foreign currency exchange rates.

We engage in hedging transactions

to manage these risks.

However, our exposures may not always be fully hedged, and our hedging strategies may not be successful in minimizing

our exposure to these fluctuations.

In addition, our risk management strategies may seek to position our overall portfolio relative to

expected market movements.

While we have implemented a broad range of risk monitoring and control procedures and policies to mitigate

potential losses, they may not in all cases be successful in anticipating a significant risk exposure and protecting us from losses that

have the potential to impair our financial position.

Our business is affected by fluctuations in agricultural commodity prices,

transportation costs, energy prices, interest rates, and foreign currency exchange rates.

We engage in hedging transactions to manage

However, our exposures may not always be fully hedged, and our hedging strategies may not be successful in minimizing our

exposure to these fluctuations.

In addition, our risk management strategies may seek to position our overall portfolio relative to expected

market movements.

While we have implemented a broad range of risk monitoring and control procedures and policies to mitigate potential

losses, they may not in all cases be successful in anticipating a significant risk exposure and protecting us from losses that have the

potential to impair our financial position.

See “Item 7.A.

Quantitative and Qualitative Disclosures About Market Risk”.

Approval of the Amendment to Increase Authorized

Common Stock Enhances Our Ability to Finance Operations and Pursue Strategic Transactions.

On April 13, 2026, at our Annual Meeting of Shareholders,

our shareholders approved an amendment to our Articles of Incorporation to increase the number of authorized shares of our common stock

from 2,000,000 to 250,000,000.

This approval provides the Company with significantly greater flexibility to raise capital, explore M&A

opportunities, issue equity for strategic initiatives, and grant equity awards under our equity incentive plans.

As of the date of the annual meeting, a substantial

portion of our previously authorized shares was either issued and outstanding or reserved for issuance under our equity incentive plans,

outstanding warrants, or other commitments.

With the increase in authorized shares, the Company now has sufficient capacity to issue new

common stock in connection with future equity financings, including public offerings, at-the-market programs, private placements, or other

capital-raising transactions.

While this approval enhances strategic and financing

flexibility, future issuances of common stock, whether for financing, acquisitions, or equity compensation, may result in substantial

dilution to existing shareholders.

Such dilution could materially reduce net income (loss) per share and impact shareholder ownership

In addition, the increase in authorized shares strengthens

our ability to pursue mergers, acquisitions, joint ventures, strategic partnerships, or other business combinations that may enhance our

market position, expand our product or service offerings, or generate long-term shareholder value.

The availability of additional shares

allows the Company to use equity as consideration in transactions where potential targets or partners require or prefer equity, improving

our competitiveness for such opportunities.

Overall, the shareholder approval of this amendment

materially enhances the Company’s ability to finance operations and pursue strategic initiatives, while also introducing potential

dilution that shareholders should consider.

Risks Related to Ownership of Our Common Stock

and Lack of Liquidity

As a smaller reporting company, we are exempt from

certain disclosure requirements, which could make our Common Stock less attractive to the potential investors.

Rule 12b-2 of the Exchange Act defines a “smaller

reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent

that is not a smaller reporting company and that:

● had a public float of less than $250 million as of the last business day of its most recently completed

second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held

by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity,

in the principal market for the common equity;

● in the case of an initial registration statement under the Securities Act, or the Exchange Act of 1934,

as amended, which we refer to as the Exchange Act, for shares of its common equity, had a public float of less than $250 million as of

a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number

of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number

of such shares included in the registration statement by the estimated public offering price of the shares;

● in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition

was zero, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements

are available.

As a smaller reporting company, we will not be required

and may not include a Compensation Discussion and Analysis section in our proxy statements;

we will provide only two years of financial

and we need not provide the table of selected financial data.

We also will have other “scaled” disclosure requirements

that are less comprehensive than issuers that are not smaller reporting companies which could make our Common Stock less attractive to

potential investors, which could make it more difficult for our shareholders to sell their shares.

As a public company, we will incur significant

increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance

As a public company, we have incurred significant

legal, accounting and other expenses that we did not incur as a private company.

In addition, the rules of the SEC and those of The NASDAQ

Stock Market LLC (“NASDAQ”), NASDAQ Capital Market has imposed various requirements on public companies including requiring

establishment and maintenance of effective disclosure and financial controls.

Our management and other personnel will need to devote a

substantial amount of time to these compliance initiatives.

Moreover, these rules and regulations have increased and will continue to

increase our legal and financial compliance costs and will make some activities more time-consuming and costlier.

For example, we expect

that these rules and regulations may make it more difficult and more expensive for us to obtain directors’ and officers’ liability

insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors.

We cannot predict

or estimate the amount of additional costs we will incur as a public company or the timing of such costs.

The Sarbanes-Oxley Act requires, among other things,

that we maintain effective internal control over financial reporting and disclosure controls and procedures.

In particular, we must perform

system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness

of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act.

In addition, we will be required

to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting

the later of our second annual report on Form 10-K or the first annual report on Form 10-K following the date on which we are no longer

an emerging growth company.

Our compliance with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting

expense and expend significant management efforts.

We currently do not have an internal audit group, and we will need to hire additional

accounting and financial staff with appropriate public company experience and technical accounting knowledge.

If we are not able to comply

with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies

in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline

and we could be subject to sanctions or investigations by the exchange we are listed on, the SEC or other regulatory authorities, which

would require additional financial and management resources.

Our ability to successfully implement our business

plan and comply with Section 404 requires us to be able to prepare timely and accurate financial statements.

We expect that we will need

to continue to improve existing, and implement new operational and financial systems, procedures and controls to manage our business effectively.

Any delay in the implementation of, or disruption in the transition to, new or enhanced systems, procedures or controls, may cause our

operations to suffer and we may be unable to conclude that our internal control over financial reporting is effective and to obtain an

unqualified report on internal controls from our auditors as required under Section 404 of the Sarbanes-Oxley Act.

This, in turn, could

have an adverse impact on trading prices for our common stock, and could adversely affect our ability to access the capital markets.

The Financial Industry Regulatory Authority (“FINRA”)

sales practice requirements may limit a shareholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules

described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable

grounds for believing that the investment is suitable for that customer.

Prior to recommending speculative, low-priced securities to their

non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status,

tax status, investment objectives and other information.

The FINRA requirements may make it more difficult for broker-dealers to recommend

that their customers buy our Common Stock, which may have the effect of reducing the level of trading activity in our Common Stock.

a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a shareholder’s ability to resell shares

of our Common Stock.

Approval of the Amendment to Increase Authorized Common Stock Enhances

Our Ability to Finance Operations and Pursue Strategic Transactions.

On April 13, 2026, at our Annual Meeting of Shareholders, our shareholders

approved an amendment to our Articles of Incorporation to increase the number of authorized shares of our common stock.

In May 2026, the

Company effected a 1-for-20 reverse stock split, which proportionately reduced the number of authorized shares of common stock to 12,500,000.

All share and per share amounts have been retroactively adjusted to reflect the reverse stock split.

As of June 30, 2026, a substantial portion of the Company’s authorized

shares of common stock was issued and outstanding or reserved for issuance under outstanding warrants, equity awards, preferred stock

conversion rights, and other contractual commitments.

Accordingly, the Company’s ability to issue additional shares of common stock

for future equity financings, acquisitions, strategic initiatives, or other corporate purposes may be limited by the number of authorized

shares available for issuance.

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

preferred stock conversions, warrant exercises, or equity compensation, may result in substantial dilution to existing shareholders.

dilution could materially reduce net income (loss) per share and decrease existing shareholders’ ownership percentages.

The availability of authorized but unissued shares is an important component

of the Company’s ability to raise capital and pursue strategic transactions, including mergers, acquisitions, joint ventures, strategic

partnerships, and other business combinations.

However, the Company’s ability to pursue these opportunities using equity consideration

is dependent upon the availability of authorized shares.

Risks Related to Ownership of Our Common Stock and Lack of Liquidity

As a smaller reporting company, we are exempt from certain disclosure

requirements, which could make our Common Stock less attractive to the potential investors.

Rule 12b-2 of the Exchange Act defines a “smaller reporting company”

as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller

reporting company and that:

● had a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed

by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price

at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the

common equity;

● in the case of an initial registration statement under the Securities Act, or the Exchange Act of 1934, as amended, which we refer

to as the Exchange Act, for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of the

date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates

before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration

statement by the estimated public offering price of the shares;

● in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero, had annual revenues

of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.

As a smaller reporting company, we will not be required and may not include

a Compensation Discussion and Analysis section in our proxy statements;

we will provide only two years of financial statements;

need not provide the table of selected financial data.

We also will have other “scaled” disclosure requirements that are less

comprehensive than issuers that are not smaller reporting companies which could make our Common Stock less attractive to potential investors,

which could make it more difficult for our shareholders to sell their shares.

As a public company, we will incur significant increased costs as a

result of operating as a public company, and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we have incurred significant legal, accounting and

other expenses that we did not incur as a private company.

In addition, the rules of the SEC and those of The NASDAQ Stock Market LLC

(“NASDAQ”), NASDAQ Capital Market has imposed various requirements on public companies including requiring establishment and

maintenance of effective disclosure and financial controls.

Our management and other personnel will need to devote a substantial amount

of time to these compliance initiatives.

Moreover, these rules and regulations have increased and will continue to increase our legal

and financial compliance costs and will make some activities more time-consuming and costlier.

For example, we expect that these rules

and regulations may make it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance,

which could make it more difficult for us to attract and retain qualified members of our board of directors.

We cannot predict or estimate

the amount of additional costs we will incur as a public company or the timing of such costs.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective

internal control over financial reporting and disclosure controls and procedures.

In particular, we must perform system and process evaluation

and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control

over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act.

In addition, we will be required to have our independent

registered public accounting firm attest to the effectiveness of our internal control over financial reporting the later of our second

annual report on Form 10-K or the first annual report on Form 10-K following the date on which we are no longer an emerging growth company.

Our compliance with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant

management efforts.

We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff

with appropriate public company experience and technical accounting knowledge.

If we are not able to comply with the requirements of Section

404 in a timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over

financial reporting that are deemed to be material weaknesses, the market price of our stock could decline and we could be subject to

sanctions or investigations by the exchange we are listed on, the SEC or other regulatory authorities, which would require additional

financial and management resources.

Our ability to successfully implement our business plan and comply with

Section 404 requires us to be able to prepare timely and accurate financial statements.

We expect that we will need to continue to improve

existing, and implement new operational and financial systems, procedures and controls to manage our business effectively.

the implementation of, or disruption in the transition to, new or enhanced systems, procedures or controls, may cause our operations to

suffer and we may be unable to conclude that our internal control over financial reporting is effective and to obtain an unqualified report

on internal controls from our auditors as required under Section 404 of the Sarbanes-Oxley Act.

This, in turn, could have an adverse impact

on trading prices for our common stock, and could adversely affect our ability to access the capital markets.

The Financial Industry Regulatory Authority (“FINRA”) sales

practice requirements may limit a shareholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA

has adopted rules that require that in recommending an investment to a customer, a broker dealer must have reasonable grounds for believing

that the investment is suitable for that customer.

Prior to recommending speculative, low-priced securities to their non-institutional

customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status,

investment objectives and other information.

The FINRA requirements may make it more difficult for broker-dealers to recommend that their

customers buy our Common Stock, which may have the effect of reducing the level of trading activity in our Common Stock.

fewer broker dealers may be willing to make a market in our common stock, reducing a shareholder’s ability to resell shares of our

Common Stock.

Our stock price may be volatile.

The market price of our Common Stock has been highly

volatile and could fluctuate widely in price in response to various potential factors, many of which will be beyond our control, including

the following:

The market price of our Common Stock has been highly volatile and could

fluctuate widely in price in response to various potential factors, many of which will be beyond our control, including the following:

● services by us or our competitors;

6 unchanged sentences

● period-to-period fluctuations in our financial results.

In addition, the securities markets have from time-to-time

experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies.

fluctuations may also materially and adversely affect the market price of our common stock.

If securities or industry analysts do not publish

research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline.

The trading market for our common stock will, to some

extent, depend on the research and reports that securities or industry analysts publish about us or our business.

We do not have any control

over these analysts.

If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share

price would likely decline.

If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could

lose visibility in the financial markets, which could cause our share price or trading volume to decline.

We do not intend to pay dividends for the foreseeable

future, which could reduce the attractiveness of our stock to some investors.

We currently intend to retain any future earnings

to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future.

As a result, you may only receive a return on your investment in our common stock if the market price of our common stock increases.

addition, we may incur debt financing to further finance our operations, the governing documents of which may contain restrictions on

our ability to pay dividends.

If we are unable to maintain listing of our securities

on the NASDAQ Capital Market or another reputable stock exchange, it may be more difficult for our shareholders to sell their securities.

NASDAQ requires listing issuers to comply with certain

standards in order to remain listed on its exchange.

The Company has received two notices from the Listing Qualifications Staff of The

Nasdaq Stock Market LLC (“Nasdaq”) as follows:

On January 8, 2026, the Company received a letter from Nasdaq notifying the Company that it is no longer in compliance with Nasdaq Listing Rule 5620(a), which requires the Company to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end.

In addition, the securities markets have from time-to-time experienced

significant price and volume fluctuations that are unrelated to the operating performance of particular companies.

These market fluctuations

may also materially and adversely affect the market price of our common stock.

If securities or industry analysts do not publish research or reports

about our business, or publish negative reports about our business, our share price and trading volume could decline.

The trading market for our common stock will, to some extent, depend on

the research and reports that securities or industry analysts publish about us or our business.

We do not have any control over these

If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would

likely decline.

If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility

in the financial markets, which could cause our share price or trading volume to decline.

We do not intend to pay dividends for the foreseeable future, which

could reduce the attractiveness of our stock to some investors.

We currently intend to retain any future earnings to finance the operation

and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future.

As a result, you may only

receive a return on your investment in our common stock if the market price of our common stock increases.

In addition, we may incur debt

financing to further finance our operations, the governing documents of which may contain restrictions on our ability to pay dividends.

If we are unable to maintain listing of our securities on the NASDAQ

Capital Market or another reputable stock exchange, it may be more difficult for our shareholders to sell their securities.

NASDAQ requires listing issuers to comply with certain standards in order

to remain listed on its exchange.

The Company has received two notices from the Listing Qualifications Staff of The Nasdaq Stock Market

LLC (“Nasdaq”) as follows:

● On January 8, 2026, the Company received a letter from Nasdaq notifying the Company that it is no longer in compliance with Nasdaq

Listing Rule 5620(a), which requires the Company to hold an annual meeting of shareholders within twelve months of the end of the Company’s

fiscal year end.

The Company submitted a plan of compliance on February 16, 2026.

On March 9, 2026, Nasdaq advised the Company that it granted the Company an extension until June 29, 2026, to regain compliance with Nasdaq Listing Rule 5620(a) by holding an annual meeting of shareholders.

On March 9, 2026, the Company received a letter from Nasdaq notifying it of non-compliance with Listing Rule 5640 arising from the voting rights of the Series A Preferred Stock issued February 11, 2026.

On March 2, 2026, the Company filed the First Amendment to Stock Purchase Agreement and Certificate of Amendment reducing the stated value to $5.1596 per share and voting rights to 5.1596 votes per share.

On March 9, 2026, Nasdaq advised the Company that it

granted the Company an extension until June 29, 2026, to regain compliance with Nasdaq Listing Rule 5620(a) by holding an annual meeting

of shareholders.

● On March 9, 2026, the Company received a letter from Nasdaq notifying it of non-compliance with Listing Rule 5640 arising from the

voting rights of the Series A Preferred Stock issued February 11, 2026.

On March 2, 2026, the Company filed the First Amendment to Stock

Purchase Agreement and Certificate of Amendment reducing the stated value to $5.1596 per share and voting rights to 5.1596 votes per share.

On March 13, 2026, Nasdaq confirmed the Company had regained compliance and closed the matter.

Following the approval of the amendment to increase

the number of authorized shares of common stock at the Annual Meeting on April 13, 2026, the Company has additional flexibility to issue

common stock for financing, strategic transactions, or equity compensation.

While this approval strengthens the Company’s ability

to maintain compliance with Nasdaq listing requirements related to capital structure and shareholder transactions, if, for any reason,

Nasdaq should delist our securities from trading on its exchange and we are unable to obtain listing on another reputable national securities

exchange, a reduction in some or all of the following may occur, each of which could materially adversely affect our shareholders.

If our shares of Common Stock become subject to

the penny stock rules, it would become more difficult to trade our shares.

The Commission has adopted rules that regulate broker-dealer

practices in connection with transactions in penny stocks.

Penny stocks are generally equity securities with a price per share of less

than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated

quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the

exchange or system.

If we do not obtain or retain a listing on the NYSE American or NASDAQ Capital Market and if the price of our Common

Stock is less than $5.00 per share, our Common Stock will be deemed a penny stock.

The penny stock rules require a broker-dealer, before

effecting a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing

specified information.

In addition, the penny stock rules require that, before effecting any such transaction in a penny stock not otherwise

exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the

purchaser and receive;

Following the approval of the amendment to increase the number of authorized

shares of common stock at the Annual Meeting on April 13, 2026, the Company has additional flexibility to issue common stock for financing,

strategic transactions, or equity compensation.

While this approval strengthens the Company’s ability to maintain compliance with

Nasdaq listing requirements related to capital structure and shareholder transactions, if, for any reason, Nasdaq should delist our securities

from trading on its exchange and we are unable to obtain listing on another reputable national securities exchange, a reduction in some

or all of the following may occur, each of which could materially adversely affect our shareholders.

If our shares of Common Stock become subject to the penny stock rules,

it would become more difficult to trade our shares.

The Commission has adopted rules that regulate broker-dealer practices

in connection with transactions in penny stocks.

Penny stocks are generally equity securities with a price per share of less than $5.00,

other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems,

provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.

If we do not obtain or retain a listing on the NYSE American or NASDAQ Capital Market and if the price of our Common Stock is less than

$5.00 per share, our Common Stock will be deemed a penny stock.

The penny stock rules require a broker-dealer, before effecting a transaction

in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information.

In addition, the penny stock rules require that, before effecting any such transaction in a penny stock not otherwise exempt from those

rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive;

(i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement;

(ii) a written

agreement to transactions involving penny stocks;

(ii) a written agreement to transactions

involving penny stocks;

and (iii) a signed and dated copy of a written suitability statement.

These disclosure

requirements may have the effect of reducing the trading activity in the secondary market for our Common Stock, and therefore shareholders

may have difficulty selling their shares.

Provisions in our articles of incorporation and

bylaws and Nevada law may discourage, delay or prevent a change of control of our Company and, therefore, may depress the trading price

of our stock.

Our articles of incorporation and bylaws contain certain

provisions that may discourage, delay or prevent a change of control that our shareholders may consider favorable.

These disclosure requirements may have the

effect of reducing the trading activity in the secondary market for our Common Stock, and therefore shareholders may have difficulty selling

their shares.

Provisions in our articles of incorporation and bylaws and Nevada law

may discourage, delay or prevent a change of control of our Company and, therefore, may depress the trading price of our stock.

Our articles of incorporation and bylaws contain certain provisions that

may discourage, delay or prevent a change of control that our shareholders may consider favorable.

These provisions:

2 unchanged sentences

● prohibit our shareholders from calling a special meeting of shareholders;

establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by shareholders at shareholder meetings.

We may be subject to securities litigation, which

is expensive and could divert management attention.

In the past companies that have experienced volatility

in the market price of their stock have been subject to securities class action litigation.

We may be the target of this type of litigation

in the future.

Litigation of this type could result in substantial costs and diversion of management’s attention and resources,

which could seriously hurt our business.

● establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be

acted upon by shareholders at shareholder meetings.

We may be subject to securities litigation, which is expensive and could

divert management attention.

In the past companies that have experienced volatility in the market price

of their stock have been subject to securities class action litigation.

We may be the target of this type of litigation in the future.

Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could seriously

hurt our business.

Any adverse determination in litigation could also subject us to significant liabilities.

We Face Material Liquidated Damages Obligations

and Dilution Risk Under the Purchase Agreement with Helena Global Investment Opportunities I Ltd., Which Could Adversely Affect Our Liquidity,

Financial Condition, and Stock Price.

On September 23, 2025, the Company entered into a

Purchase Agreement (the “Helena Purchase Agreement”) with Helena Global Investment Opportunities I Ltd.

pursuant to which the Company has the right, but not the obligation, to sell up to $10,000,000 (the “Commitment Amount”) of

its common stock to Helena from time to time, subject to certain limitations and conditions.

Sales occur through Advance Notices at a

purchase price equal to 97% of the lowest daily closing VWAP during the Pricing Period (subject to further downward adjustments if intra-day

VWAP volatility exceeds 7%), resulting in immediate dilution to existing shareholders.

Pursuant to the Helena Purchase Agreement, if the

Company has not submitted Advance Notices in an aggregate amount of at least $2,000,000 (the “Threshold Amount”) prior to

the date that is six (6) months following the effective date of the registration statement covering the shares, the Company shall pay

Helena liquidated damages of $100,000 for every 30-day period thereafter until the Threshold Amount is met.

Additionally, if the

registration statement is not filed by the Filing Deadline or declared effective by the Effectiveness Deadline, the Company must pay Helena

partial liquidated damages equal to 2.0% of the Commitment Amount on each such Event Date and on each monthly anniversary thereafter.

These liquidated damages are payable in cash and are not penalties, but they represent non-operating cash outflows that could materially

strain the Company’s already limited liquidity and exacerbate the substantial doubt about its ability to continue as a going concern

The Helena Purchase Agreement also contains strict

limitations, including an Ownership Limitation (Helena cannot exceed 4.99% beneficial ownership), a Registration Limitation, and an Exchange

Cap (19.99% of outstanding shares unless shareholder approval is obtained).

Failure to satisfy these conditions or the registration requirements

could prevent the Company from accessing the facility entirely, forcing it to seek alternative (and potentially more expensive) financing.

Moreover, the issuance of 13,849 Commitment Fee Shares (plus potential Make-Whole Shares if the post-effectiveness closing price is below

the reference price) and the 1.25% cash fee to the Placement Agent further dilute existing shareholders.

Any payment of liquidated damages, inability to draw

on the facility, or perception of ongoing dilution could have a material adverse effect on the Company’s liquidity, financial condition,

results of operations, and the market price of its common stock.

There can be no assurance that the Company will meet the Threshold Amount

or registration deadlines, or that it will be able to utilize the facility on favorable terms.

Defaults Under Our Debt Obligations Could Adversely

Affect Our Financial Condition and Result in Significant Dilution to Shareholders

The Company is currently in default under certain

of its debt obligations.

As a result of these defaults, the applicable lenders may impose default interest rates, penalties, and other

charges, which could significantly increase the Company’s outstanding indebtedness.

In addition, such defaults may accelerate repayment

obligations and limit the Company’s ability to access additional financing.

Certain of the Company’s debt instruments also

provide creditors with the ability to convert outstanding amounts, including accrued interest and penalties, into shares of the Company’s

common stock.

Any such conversions could result in substantial dilution to existing shareholders, particularly if conversions occur at

discounted prices relative to the market price of the Company’s common stock.

The Company is actively evaluating alternatives to

address its outstanding debt, including potential restructurings, settlements, or exchanges;

however, there can be no assurance that such

efforts will be successful or on terms acceptable to the Company.

If the Company is unable to effectively manage or resolve its debt defaults,

its financial condition, liquidity, and results of operations could be materially adversely affected.

Defaults Under Our Debt Obligations Could Adversely Affect Our Financial

Condition and Result in Significant Dilution to Shareholders

The Company is currently in default under certain of its debt obligations.

As a result of these defaults, the applicable lenders may impose default interest rates, penalties, and other charges, which could significantly

increase the Company’s outstanding indebtedness.

In addition, such defaults may accelerate repayment obligations and limit the Company’s

ability to access additional financing.

Certain of the Company’s debt instruments also provide creditors

with the ability to convert outstanding amounts, including accrued interest and penalties, into shares of the Company’s common stock.

Any such conversions could result in substantial dilution to existing shareholders, particularly if conversions occur at discounted prices

relative to the market price of the Company’s common stock.

The Company is actively evaluating alternatives to address its outstanding

debt, including potential restructurings, settlements, or exchanges;

however, there can be no assurance that such efforts will be successful

or on terms acceptable to the Company.

If the Company is unable to effectively manage or resolve its debt defaults, its financial condition,

liquidity, and results of operations could be materially adversely affected.

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. Legal Proceedings