Sadot Group Inc. 10-Q

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-39223

Sadot Group Inc.

(Exact name of registrant as specified in its charter)

Nevada		47-2555533
(State or other jurisdiction		(I.R.S. Employer
of incorporation)		Identification No.)

295 E. Renfro Street, Suite 300,

Burleson, Texas 76028

(Address of principal executive offices)

Registrant’s telephone number, including area code: (832) 604-9568

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		SDOT		The NASDAQ Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The number of shares if the Registrant’s common stock, $0.0001 par value per share, outstanding as of May 8, 2025, was 13,395,632.

Sadot Group Inc.

Quarterly Report on Form 10-Q

For the Three Months Ended March 31, 2026

	Table of Contents	Page
PART I	FINANCIAL INFORMATION	4
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets (Unaudited) as of March 31, 2026 and December 31, 2025	4
	Condensed Consolidated Statements of Operations and Other Comprehensive (Loss) / Income (Unaudited) for the Three Months Ended March 31, 2026 and 2025	5
	Condensed Consolidated Statements of Changes in Shareholders’ Equity/(Deficit) (Unaudited) for the Three Months Ended March 31, 2026 and 2025	7
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2026 and 2025	9
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	54
Item 4.	Controls and Procedures	54
PART II	OTHER INFORMATION	55
Item 1.	Legal Proceedings	55
Item 1A.	Risk Factors	57
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	73
Item 3.	Defaults Upon Senior Securities	77
Item 4.	Mine Safety Disclosures	77
Item 5.	Other Information	77
Item 6.	Exhibits	79
Signatures		83

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Sadot Group Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


	March 31, 2026			December 31, 2025
	$’000			$’000
ASSETS
Current assets:
Cash (includes $0.27 million of restricted cash as of March 31, 2026 and December 31, 2025)		679			653
Accounts receivable, net of allowance for doubtful accounts of $28.1 million and $27.8 million as of March 31, 2026 and December 31, 2025, respectively		—			383
Other current assets		1,697			1,721
Total current assets		2,376			2,757
Property and equipment, net		4			20
Right to use assets		—			110
Other non-current assets		1			10
Total assets		2,381			2,897
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses		48,961			47,335
Notes payable, current, net of discount of $1.0 million and $0.1 million as of March 31, 2026 and December 31, 2025, respectively		11,072			10,196
Other current liabilities		94			27
Total current liabilities		60,127			57,558
Other non-current liabilities		678			84
Total liabilities		60,805			57,642
Contingencies and Commitments
Shareholders’ (Deficit):
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 10,000 and 0 shares issued and outstanding as of March 31, 2026, and December 31, 2025, respectively		—			—
Common stock, $0.0001 par value, 2,000,000 shares authorized, 1,814,167 and 1,549,080 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		1			1
Receivable from issuance of preferred stock		(145	)		—
Additional paid-in capital		120,601			119,268
Accumulated deficit		(181,520	)		(176,647	)
Accumulated other comprehensive loss		(28	)		(34	)
Total Sadot Group Inc. shareholders’ deficit		(61,091	)		(57,412	)
Non-controlling interest		2,667			2,667
Total shareholders’ deficit		(58,424	)		(54,745	)
Total liabilities and shareholders’ deficit		2,381			2,897

See Accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited)

Sadot Group Inc.

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

(Unaudited)


	Three Months Ended March 31,
	2026			2025
	$’000			$’000
Commodity sales		—			132,168
Cost of goods sold		—			(126,156	)
Gross profit / (loss)		—			6,012
Depreciation and amortization expenses		—			(27	)
Stock-based expenses		(359	)		(1,428	)
Sales, general and administrative expenses		(2,166	)		(3,081	)
(Loss) / Income from operations		(2,525	)		1,476
Interest expense, net		(1,834	)		(1,541	)
Change in fair value of stock-based compensation		—			778
Loss on abandonment of lease		(93	)		—
Loss on litigation		(125	)		—
Loss on debt extinguishment		(262	)		—
(Loss) / Income for continuing operations before income tax		(4,839	)		713
Income tax expense		—			—
Net (Loss) / Income for continuing operations		(4,839	)		713
Discontinued Operations:
(Loss) / Income for discontinued operations, net of income tax		(29	)		107
Net (Loss) / Income for discontinued operations		(29	)		107
Net (Loss) / Income		(4,868	)		820
Net loss attributable to non-controlling interest		—			118
Net (Loss) / Income attributable to Sadot Group Inc.		(4,868	)		938

Net (loss) / income from continuing operations per share attributable to Sadot Group Inc.:
Basic		(2.67	)		1.60
Diluted		(2.67	)		1.60

Net (loss) / income from discontinued operations per share:
Basic		(0.02	)		0.20
Diluted		(0.02	)		0.20

Weighted-average number of common shares outstanding:
Basic		1,814,167			522,744
Diluted		1,184,167			524,586

See Accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited)

Sadot Group Inc.

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

(Unaudited) (Continued)


	Three Months Ended March 31,
	2026			2025
	$’000			$’000
Net (Loss) / Income		(4,868	)		820
Other comprehensive (Loss) / Income
Foreign exchange translation adjustment		(5	)		2
Unrealized loss		—			(88	)
Total other comprehensive loss		(5	)		(86	)
Total comprehensive (Loss) / Income		(4,873	)		734
Comprehensive loss attributable to non-controlling interest		—			118
Total comprehensive (Loss) / Income attributable to Sadot Group Inc.		(4,873	)		852

See Accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited)

Sadot Group Inc.

Condensed Consolidated Statement of Changes in Shareholders’ Equity/(Deficit)

(Unaudited)


	Common Stock				Preferred Stock				Additional Paid-in		Receivable from Preferred Stock			Accumulated			Accumulated Other Comprehensive (Loss) /			Non-controlling
	Shares		Amount		Shares		Amount		Capital		Issuance			Deficit			Income			Interest		Total
			$’000				$’000		$’000					$’000			$’000			$’000		$’000
Balance at December 31, 2025		1,507,701		1		—		—		119,268		—			(176,647	)		(34	)		2,667		(54,745	)
Common stock issued in connection with debt financing		300,000		—		—		—		840		—			—			—			—		840
Issuance of Preferred Stock, cash receivable		—		—		10,000		—		145		(145	)		—			—			—		—
Stock based compensation - vesting of options and restricted stock awards		6,467		—		—		—		347		—			—			—			—		347
Foreign exchange translation adjustment		—		—		—		—		—		—			—			7			—		7
Net loss		—		—		—		—		—		—			(4,873	)		—			—		(4,873	)
Balance at March 31, 2026		1,814,168		1		10,000		—		120,600		(145	)		(181,520	)		(27	)		2,667		(58,424	)

See Accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited)

	Common Stock						Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income /			Non-controlling
	Shares		Amount				Capital			Deficit			(Loss)			Interest			Total
			$’000				$’000			$’000			$’000			$’000			$’000
Balance at December 31, 2024		522,514		1	-	-		112,406	-		(83,187	)		(27	)		3,180			32,373
Common stock issued as compensation for services		11,341		—				315			—			—			—			315
Stock based compensation - vesting of options and restricted stock awards		7,393		—				283			—			—			—			283
Foreign exchange translation adjustment		—		—				—			—			2			—			2
Unrealized loss		—		—				—			—			(88	)		—			(88	)
Net income / (loss)		—		—	-	-		—	-		938			—			(118	)		820
Balance at March 31, 2025		541,250		1	-	-		113,004	-		(82,249	)		(113	)		3,062			33,705

See Accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited)

Sadot Group Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,
	2026			2025
	$’000			$’000
Cash Flows from Operating Activities
Net income (loss)		(4,873	)		820
Adjustments to reconcile net (loss) / income to net cash (used in) / provided by operating activities:
Depreciation and amortization		—			27
Amortization of debt discount		862			406
Stock-based expenses		359			1,428
Gain / (loss) on fair value remeasurement		—			18,602
Change in fair value of stock-based compensation		—			(778	)
Bad debt expense		383			164
Impairment of fixed assets		16			—
Changes in operating assets and liabilities:
Accounts receivable, net		—			(29,900	)
Inventory		—			446
Other current assets		24			91,387
Other non-current assets		9			—
Accounts payable and accrued expenses		1,614			8,664
Other current liabilities		52			(92,154	)
Other non-current liabilities		678			115
Operating right to use assets and lease liabilities, net		94			—
Deferred revenue		—			(2,177	)
Total adjustments		4,091			(3,770	)
Net cash provided by / (used in) operating activities		(782	)		(2,950	)
Net cash used in operating activities - discontinued operations		—			8
Cash Flows from Investing Activities
Net cash provided by (used in) investing activities		—			—
Net cash provided by investing activities - discontinued operations		—			—
Cash Flows from Financing Activities
Proceeds from notes payable		1,000			4,581
Repayments of notes payable		(198	)		(1,467	)
Net cash provided by / (used in) financing activities		802			3,114
Net cash used in financing activities - discontinued operations		—			(20	)
Foreign exchange effect on cash and restricted cash		6			2
Net Increase (Decrease) in Cash		26			154
Cash – beginning of period (includes $0.27 million of restricted cash as of March 31, 2026 and 2025)		653			1,786
Cash – end of period (includes $0.27 million of restricted cash as of March 31, 2026 and 2025)		679			1,940

See Accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited) Sadot Group Inc.

Condensed Consolidated Statements of Cash Flows (Continued)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
	$’000		$’000
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest		16		1,807
Shares issued for OID		840		—
Note Payable OID		97		—

See Accompanying Notes to the Condensed Consolidated Financial Statements (Unaudited)

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

1. Business Organization and Nature of Operations

Sadot Group Inc. (“Sadot Group” or “SGI” or together with its subsidiaries, the “Company”), a Nevada corporation was incorporated in Nevada on October 25, 2019. In late 2022, SGI was planning to transform from a U.S.-centric restaurant business into a global organization focused on the Agri-food commodity supply chain. Effective July 27, 2023, we changed our company name from Muscle Maker, Inc., to Sadot Group Inc. Sadot Group is headquartered in Burleson, Texas with subsidiary operations throughout the United States, Brazil, Canada, Colombia, India, Israel, Singapore, Ukraine, United Arab Emirates and Zambia. Effective December 4, 2025, the Company completed the sale of substantially all assets of its Sadot Food Services segment due to the discontinued operations and sale of its remaining food service group to Marv Brands on December 4, 2025.

Sadot LLC (“Sadot Agri-Foods”): Sadot Group’s operating unit was intended to be a global agri-foods company engaged in farming, commodity trading and shipping of food and feed (e.g., soybean meal, wheat and corn) via dry bulk cargo ships across global markets. Sadot Agri-Foods competes with the ABCD commodity companies (ADM, Bunge, Cargill and Louis Dreyfus) as well as various regional organizations. During 2025, the Company undertook a series of actions to streamline its operations, including the closure of certain offices in Korea, Canada and Brazil, and the divestiture of its food services activity to MARV Brands on December 4, 2025.

Sadot Agri-Foods also operates, through a majority-owned subsidiary, a roughly 5,000 acre farm in Zambia focused on commodities such as wheat, soy and corn, alongside high-value tree crops such as avocado and mango. During the fourth quarter of 2025, the Company experienced significant legal and regulatory challenges related to this operation, including an adverse judgment in local courts resulting in the loss of its interest in the Zambia farm. The Company has appealed this judgment and is seeking recovery of approximately $3.5 million. The appeals process is ongoing and is expected to be resolved within approximately 12 months; however, there can be no assurance as to the outcome.

The Company continues to evaluate its agri-food operations and broader supply chain opportunities, while also assessing alternative business strategies and sectors that may be more conducive to long-term shareholder value creation.

Sadot Restaurant Group, LLC (“Sadot Food Services”): Sadot Food Services previously held three concepts, including two fast casual restaurant brands, Pokémoto and Muscle Maker Grill, as well as a subscription-based fresh prepared meal concept, SuperFit Foods. SuperFit Foods was sold in August 2024. Throughout 2024, the Company sold, converted to franchise locations, or closed its remaining corporate-owned restaurants. As a result, by the end of 2024, the Company primarily operated as a franchisor for the Pokémoto and Muscle Maker Grill brands.

In prior periods, the Sadot Food Services operating segment met the criteria to be classified as held for sale and was presented as discontinued operations.

On December 4, 2025, the Company and its wholly-owned subsidiaries, Pokemoto LLC, Poke Co Holdings, LLC, and Muscle Maker Development, LLC (collectively, the “Sellers”), completed the sale of substantially all of the assets related to the Pokémoto and Muscle Maker Grill franchise businesses (the “Business”) to MARV Brands of America LLC and MARV Brands Inc. (collectively, the “Buyers”), pursuant to an Asset Purchase Agreement dated December 4, 2025. The assets sold included franchise agreements, intellectual property (including trademarks, recipes, operations manuals and brand standards), marketing funds, gift card balances and other related assets. The subsidiaries comprising the Sadot Food Services segment were not sold.

As a result of the transaction, the Company has exited its restaurant and franchise operations. The results of the Sadot Food Services segment continue to be presented as discontinued operations for all periods presented. Please see Note 4 – Assets held for sale and Note 5 – Discontinued operations for further details.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Reverse Stock Split

On September 9, 2025, the Company filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State to effect a reverse stock split of the Company’s common stock at a ratio of one-for-ten (the “Reverse Stock Split”), which became effective 12:01 am eastern on September 15, 2025. The company did so to regain compliance with Nasdaq listing requirements. As a result of the Reverse Stock Split, every 10 shares of the Company’s common stock issued and outstanding on the effective date were consolidated into one issued and outstanding share. All shareholders who would have otherwise received fractional shares as a result of the Reverse Stock Split received cash in lieu of any fractional share interests. There was no change in the par value of the Company’s common stock. All share and per share amounts included in these condensed consolidated financial statements have been adjusted to reflect the Reverse Stock Split.

Closed Offices

During the fourth quarter of 2025, the Company began shutting down non-cashflow-generating offices, namely its offices in Brazil and Canada, which had supported its agri-food sourcing and trading operations. Operations at both locations have ceased. The Company is in the process of winding down the related legal entities, which is expected to continue through 2026.

Working Capital

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


	As of
	March 31, 2026			December 31, 2025
	$’000			$’000
Cash (includes $0.27 million of restricted cash as of March 31, 2026 and December 31, 2025)		679			653
Accounts Receivable, net		—			383
Other current assets⁽¹⁾		1,697			1,721
Total current assets		2,376			2,757
Accounts payable and accrued expenses		48,961			47,335
Notes payable, net		11,072			10,196
Other current liabilities⁽²⁾		94			27
Total current liabilities		60,127			57,558
Working capital⁽³⁾		(57,751	)		(54,801	)
Current ratio⁽⁴⁾		0.04			0.05

(1) Consists of VAT, prepaid expenses, and current notes receivable.

(2) Consists of Operating lease liability and other current liabilities.

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

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

2. Liquidity, Going Concern, and Management Plans

The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The Company’s primary source of liquidity is cash on hand, working capital and borrowings. At March 31, 2026, the Company had a working capital deficit (defined as total current assets less total current liabilities) of $57.8 million, representing a increase of $3.0 million compared to working capital deficit of $54.8 million at December 31, 2025. This working capital deficit reflects that the Company’s current liabilities exceed its current assets. The Company believes that its existing cash on hand, accounts receivable (a significant portion of which remains uncollected), and expected future cash flows from its commodity trading will be insufficient to fund its operations and meet its repayment obligations over the next 12 months. Accordingly, the Company intends to seek additional capital, including through potential public market financings.

The Company’s current assets have historically consisted primarily of accounts receivable. Although substantially all accounts receivable are fully reserved through an allowance for credit losses, delays in converting these assets to cash have contributed to working capital constraints. The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital, not which is necessary to fund its working capital requirements and ultimately achieve profitable operations.

In addition, most of the Company’s outstanding debt obligations matured on December 31, 2025 and are currently in default, which will require repayment or refinancing. However, a few were extended until June 4, 2026 and the rest remain in default. These upcoming maturities further contribute to the Company’s liquidity requirements and increase uncertainty regarding its ability to meet obligations as they become due.

Management performed a going concern assessment for a period of twelve months from the date of approval of these Unaudited Condensed Consolidated Financial Statements to assess whether conditions exist that raise substantial doubt regarding the Company’s ability to continue as a going concern.

While there is no assurance that the borrowings will provide us with funding for a time period that allows us to continue operations and other strategic alternatives, management believes it remains appropriate to prepare our financial statements on a going concern basis.

Management believes the above actions, if successfully executed, will provide sufficient liquidity to meet obligations as they become due. However, there can be no assurance that such plans will be realized or that additional financing will be available on acceptable terms. Accordingly, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements have been issued.

The accompanying Unaudited Condensed Consolidated Financial Statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. If the Company does not raise sufficient capital in a timely manner, among other things, the Company may be forced to scale back further or cease its operations altogether.

3. Significant Accounting Policies

Basis of Presentation

The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the Unaudited Condensed Consolidated Financial Statements of the Company as of March 31, 2026, and for the three months ended March 31, 2026, and 2025. The results of operations for the three months ended March 31, 2026, and 2025 are not necessarily indicative of the operating results for the full year. It is suggested that these Unaudited Condensed Consolidated Financial Statements be read in conjunction with the financial statements and notes thereto for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on April 29, 2026. The Balance Sheet as of December 31, 2025, has been derived from the Company’s audited Financial Statements.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Principles of Consolidation

The accompanying Unaudited Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiary. Any intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates include, but are not limited to:

●

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

●

the estimated useful lives of intangible and depreciable assets;

●

estimates and assumptions used to value warrants and options;

●

the recognition of revenue; and

●

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

Estimates and assumptions are periodically reviewed, and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions.

Cash, Restricted Cash, and Cash Equivalents

The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of March 31, 2026 or December 31, 2025. As of March 31, 2026, the Company had $0.27 million of cash on deposit that is subject to a court-ordered restriction related to ongoing legal proceedings. These funds are not available for general corporate use. The restriction is expected to remain in place pending resolution of the matter.

Accounts Receivable

Accounts Receivable consists of receivables related to Sadot Agri-Foods of nil and $0.4 million net of doubtful accounts of $28.1 million and $27.8 million as of March 31, 2026, and December 31, 2025, respectively.

Accounts receivable is stated at historical carrying amounts net of write-offs and allowances for uncollectible accounts. The Company establishes allowances for uncollectible trade accounts receivable based on lifetime expected credit losses using an aging schedule for each pool of accounts receivable. Pools are determined based on risk characteristics such as the type of receivable and geography. A default rate is derived using a provision matrix which is evaluated on a regular basis by management and based on past experience and other factors. The default rate is then applied to the pool to determine the allowance for expected credit losses. Given the short-term nature of the Company’s trade accounts receivable, the default rate is only adjusted if significant changes in the credit profile of the portfolio are identified (e.g., poor crop years, credit issues at the country level, systematic risk), resulting in historic loss rates that are not representative of forecasted losses. Uncollectible accounts are written off when a settlement is reached for an amount that is less than the outstanding historical balance or when the Company has determined that collection of the balance is unlikely.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Factoring Agreements

As of March 31, 2026, the Company’s total borrowings include $3.3 million related to a factoring arrangement under which the Company transfers certain trade receivables to a third-party financial institution with recourse. The Company retains the risk of nonpayment on the transferred receivables, so the arrangement does not meet the criteria for sale accounting under ASC 860, Transfers and Servicing, and is accounted for as a secured borrowing.

Under this arrangement, the Company received $3.6 million in cash advances, which are included in Notes Payable on the Unaudited Condensed Consolidated Balance Sheets. The transferred receivables had an original carrying value of $4.7 million as of March 31, 2026. During the period, customers made payments on these receivables, reducing the outstanding balance to $3.6 million, which remains recorded in Accounts Receivable as of March 31, 2026, as the Company has not surrendered control over the assets. The $0.8 million difference between the original receivables balance and the cash advances primarily reflects $0.5 million of proceeds retained by the factor and $0.3 million of factoring fees.

Factoring fees incurred in connection with the arrangement are deferred and amortized over the expected life of the borrowing as Interest expense, net in the Unaudited Condensed Consolidated Statements of Income and Other Comprehensive (Loss) / Income. The Company continues to service the receivables under the arrangement but has no obligation to repurchase the receivables except in cases of customer nonpayment. The Company remains exposed to credit losses related to factored receivables and maintains an allowance for doubtful accounts as appropriate.

As of March 31, 2026, the Company has pledged $3.9 million of accounts receivable as collateral under this facility. A dispute has arisen with the factoring company regarding the amounts owed under the arrangement, which is the subject of pending litigation. Please see Note 15 – Commitments and contingencies for additional information regarding pending litigation.

Assets held for sale

In the first quarter of 2024, the Company classified its Sadot Food Services segment as held for sale. The assets related to Pokemoto and Muscle Maker Grill were sold in the fourth quarter of 2025.

Assets and liabilities of disposal group(s) are classified as held for sale when:

●

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

●

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

●

an active program to locate a buyer and other actions required to complete the plan to sell have been initiated,

●

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

●

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

●

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

The Company initially measures a disposal group that is classified as held for sale at the lower of its carrying value or fair value less cost to sell. Any impairment loss resulting from this initial measurement is recognized in the period in which the held for sale criteria described above, is met. Conversely, gains are not recognized on the sale of a disposal group until the date of sale. The Company assesses the fair value of a disposal group, less costs to sell, at each reporting period that it remains as held for sale, with any changes as a result of the assessment adjusting the carrying value of the disposal group, but not in excess of the cumulative loss previously recognized on the disposal group.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Following their classification as held for sale, assets are not depreciated or amortized. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognized. Refer to Note 4 – Assets held for sale for more details.

Leases

The Company accounts for leases in accordance with ASC 842, Leases. The Company determines if an arrangement is or contains a lease at inception. Right to use assets and lease liabilities are recognized for leases with terms greater than 12 months based on the present value of lease payments over the lease term.

Lease liabilities are measured using the present value of future lease payments, discounted using the rate implicit in the lease when readily determinable, or the Company’s incremental borrowing rate. Right to use assets are based on the lease liability adjusted for any initial direct costs, prepaid lease payments, and lease incentives.

The Company has elected the short-term lease exemption for leases with an initial term of 12 months or less and does not recognize ROU assets or lease liabilities for such leases. Lease expense is recognized on a straight-line basis over the lease term.

Intangible Assets

The Company accounts for recorded intangible assets in accordance with the Accounting Standards Codification (“ASC’) 350 “Intangibles – Goodwill and Other”. In accordance with ASC 350, the Company does not amortize intangible assets having indefinite useful lives. The Company’s goodwill has an indefinite life and is not amortized. The Company’s goodwill and intangible assets with a finite life are evaluated for impairment at least annually, or more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. ASC 350 requires that goodwill and intangible assets be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the impairment testing requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill and intangible assets to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or impairment. In the first quarter of 2024, the intangible assets were moved to assets held for sale. The assets related to Pokemoto and Muscle Maker Grill were sold in the fourth quarter of 2025. See Note 4 – Assets held for sale for additional information.

Impairment of Long-Lived Assets

When circumstances, such as adverse market conditions, indicate that the carrying value of a long-lived asset may be impaired, the Company performs an analysis to review the recoverability of the asset’s carrying value, which includes estimating the undiscounted cash flows (excluding interest charges) from the expected future operations of the asset. These estimates consider factors such as expected future operating income, operating trends and prospects, as well as the effects of demand, competition and other factors. If the analysis indicates that the carrying value is not recoverable from future cash flows, an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value. Any impairment losses are recorded as operating expenses, which reduce net income.

Convertible Instruments

The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”).

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

If the instrument is determined not to be a derivative liability, the Company then evaluates for the existence of a beneficial conversion feature by comparing the market price of the Company’s common stock as of the commitment date to the effective conversion price of the instrument.

As of March 31, 2026 and December 31, 2025, the Company deemed the conversion feature related to notes payable was not required to be bifurcated and recorded as a derivative liability.

Related Parties

A party is considered to be related to the Company if the party directly, indirectly, or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Revenue Recognition

The Company’s revenues consist of Commodity sales and Other revenues. The Company recognizes revenues according to Topic 606 of FASB, “Revenue from Contracts with Customers”. Under the guidance, revenue is recognized in accordance with a five-step revenue model, as follows: (1) identifying the contract with the customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations; and (5) recognizing revenue when (or as) the entity satisfies a performance obligation.

Seasonality

There is a degree of seasonality in the growing cycles, procurement and transportation of crops. The farming industry in general historically experiences seasonal fluctuations in revenues and net income. Typically, the Company has lower sales and net income during the non-harvest seasons and higher sales and net income during the harvest season.

Commodity Sales

Commodity sale revenue is generated by Sadot Agri-Foods and is recognized when the commodity is delivered as evidenced by the bill of lading, physical delivery or completion of the sale contract and the invoice is prepared and submitted to the customer. During the three months ended March 31, 2026 and 2025, the Company recorded Commodity sales revenues of $0.0 million and $132.2 million, respectively, which is included in Commodity sales on the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive (Loss) / Income.

Stock-Based Expenses

Stock-based expenses include all expenses that are paid with stock. This includes stock-based consulting fees due to Aggia and other consultants, stock compensation paid to the Company’s board of directors, and stock compensation paid to employees. The consulting fees due to Aggia related to ongoing Sadot Agri-Foods and expansion of the global agri-commodities business. Based on the initial Services Agreement with Aggia LLC FZ, a Company formed under the laws of United Arab Emirates (“Aggia”), the consulting fees were calculated at approximately 80.0% of the Net Income generated by Sadot Agri-Foods through March 31, 2023. As of April 1, 2023 the consulting agreement was amended to calculate consulting fees on 40.0% of the Net income generated by Sadot LLC. See Note 15 – Commitments and contingencies for further details. For the three months ended March 31, 2026 and 2025, 0 nil and $1.4 million, respectively, are recorded as Stock-based expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive (Loss) / Income.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

On November 20, 2025, the Company and Aggia entered into a settlement agreement that terminated the services agreement and extinguished all remaining obligations thereunder. The settlement agreement consisted of a one-time consideration of cash to be paid and shares to be issued to Aggia in the amount of $75,000 plus 1,050,000 shares, accordingly, no further stock-based consulting fees are expected to be incurred under this arrangement following its termination.

Net (Loss) / Income per Share

Basic (Loss) / Income per common share is computed by dividing net (loss)/income attributable to Sadot Group Inc. by the weighted average number of common shares outstanding during the period. Diluted (Loss) / Income per common share is computed by dividing net (Loss) / Income attributable to common shareholders by the weighted average number of common shares outstanding, plus the impact of potential common shares, if dilutive, resulting from the exercise of warrants, options or the conversion of convertible notes payable.

The following securities are excluded from the calculation of weighted average diluted common shares at March 31, 2026 and 2025, respectively, because their inclusion would have been anti-dilutive:


	Three Months Ended March 31,
	2026		2025
Warrants		131,843		158,645
Options		3,672		8,046
RSAs		22,388		—
Convertible debt		2,386,638		—
Total potentially dilutive shares		2,544,541		166,691

The Company is currently authorized to issue 250,000,000 shares of common stock, following shareholder approval at the Annual Meeting held on April 13, 2026, to increase the number of authorized shares from 2,000,000. This increase provides the Company with additional flexibility to support future capital raising, M&A, equity compensation, and other equity-related transactions. Future issuances of common stock, whether for financing, acquisitions, or equity awards, may result in dilution to existing shareholders and could materially reduce net income (loss) per share and impact shareholder ownership percentages. Depending on the Company’s future capital needs or equity activity, additional increases in authorized shares may be considered, subject to shareholder approval.

The following table sets forth the computation of basic and dilutive net (Loss) / Income per share attributable to the Company’s shareholders:


	Three Months Ended March 31,
	2026			2025
(In thousands, except for share count and per share data)
Net (Loss) / Income attributable to Sadot Group Inc.		(4,868	)		938
Weighted-average shares outstanding:
Basic		1,814,167			522,744
Effect of potentially dilutive RSAs		—			18,420
Effect of potentially dilutive convertible debt		—			—
Diluted		1,814,167			524,586

Net income/ (loss) for continuing operations per share attributable to Sadot Group Inc.:
Basic		(2.67	)		1.60
Diluted		(2.67	)		1.60

Net income/ (loss) from discontinued operations per share attributable to Sadot Group Inc.:
Basic		(0.02	)		0.20
Diluted		(0.02	)		0.20

Net income/ (loss) per share attributable to Sadot Group Inc.:
Basic		(2.68	)		1.79
Diluted		(2.68	)		1.79

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

The Company maintains its cash balances with financial institutions located in the United States and foreign jurisdictions. At times, such balances may exceed federally insured limits. The Company has not experienced any losses on its cash accounts and management believes the Company is not exposed to significant credit risk with respect to its cash.

The Company extends credit to customers in the normal course of business and performs ongoing credit evaluations of its customers’ financial condition. As of and for the years ended March 31, 2026 and 2025, certain customers accounted for more than 10% of total revenues, as disclosed below:

The Company also relies on a limited number of vendors for procurement of commodities. A significant portion of purchases is concentrated among a small number of suppliers, which may impact operations if these relationships are disrupted.

Derivative Instruments

The Company recognizes all derivatives in the balance sheet at fair value. During the periods March 31, 2026 and 2025, the Company’s derivatives were comprised of Forward sales contracts for soybeans, carbon offset units, and futures and options of food and feed related commodities, traded on the Chicago Mercantile Exchange (“CME”). Derivatives that do not meet the requirements for hedge accounting to be applied per FASB ASC 815, Derivatives and Hedging, are adjusted to fair value through earnings. If the derivative does meet the criteria in ASC 815 to use hedge accounting, depending upon the nature of the hedge, the effective portion of changes in the fair value of the hedged assets, liabilities or firm commitments through earnings (fair value hedge), or recognized in other comprehensive income until the hedged item is recognized in earnings (cash flow hedge). The ineffective portion of a derivative’s change in fair value, if any, is immediately recognized in earnings. When a hedged item in a fair value hedge is sold, the adjustment in the carrying amount of the hedged item is recognized in earnings.

Convertible Debt and Embedded Features

The Company accounts for convertible debt in accordance with ASC 470-20. It evaluates any embedded conversion features under ASC 815-15 to determine whether they must be separated and recorded as derivative liabilities. If the conversion feature is based only on the Company’s own stock and both the number of shares and the conversion price are fixed (the “fixed-for-fixed” rule), it qualifies for the equity exception and is not treated as a derivative. Convertible notes that meet this equity exception are recorded at amortized cost using the effective interest method. Under ASC 825, companies are allowed to measure certain financial instruments at fair value instead of amortized cost; however, the Company has not elected this fair value option for its convertible notes.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Debt Discounts and Issuance Costs

The Company accounts for debt discounts and issuance costs in accordance with ASC 470-20, Debt with Conversion and Other Options. Debt discounts and issuance costs are recorded as a direct deduction from the carrying amount of the related debt and are amortized to interest expense over the term of the underlying instrument using the effective interest method.

Amortization of debt discounts and issuance costs is included in Interest expense, net in the Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive (Loss) / Income.

Loss on debt extinguishment

Loss on debt extinguishment consists of the loss related to the exchange of stock for debt repayment, which is calculated using the variance between the agreed upon price per share of stock and the fair value of the stock on the date of the exchange.

Income Taxes

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows. The Company does not expect any significant changes in its unrecognized tax benefits within years of the reporting date.

The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as Sales, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive (Loss) / Income.

Currency Translation Differences

Transactions in foreign currencies are remeasured in the functional currency of the related consolidated company at the average foreign exchange rates for income and expenses. Monetary assets and liabilities denominated in foreign currencies at the reporting date are remeasured to the functional currency at the foreign exchange rate ruling as of the reporting period end date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are remeasured to the functional currency at foreign exchange rates ruling at the dates the fair value was determined. Foreign exchange differences arising on remeasurement are recognized in the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive (Loss) / Income under Foreign exchange translation adjustment.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The assets and liabilities of foreign operations, including farm operations and fair value adjustments arising on consolidation, are translated to the Company’s reporting currency, United States Dollars, at foreign exchange rates at the reporting date. On a monthly basis, for subsidiaries whose functional currency is a currency other than the U.S. dollar, subsidiary statements of income and cash flows must be translated into U.S. dollars for consolidation purposes based on weighted-average exchange rates in each monthly period. As a result, fluctuations of local currencies compared to the U.S. dollar during each monthly period impact our consolidated statements of income and cash flows for each reported period (per quarter and year-to-date) and also affect comparisons between those reported periods.

Non-controlling Interests

The Company consolidates entities in which the Company has a controlling financial interest. The Company consolidates subsidiaries in which the Company holds, directly or indirectly, more than 50% of the voting rights. Non-controlling interests represent third-party equity ownership interests in the Company’s farming consolidated entity. The Company evaluates its ownership, contractual and other interests in entities to determine if it has any variable interest in a VIE (“variable interest entities”). These evaluations are complex and involve judgment and the use of estimates and assumptions based on available historical information, among other factors. The Company considers itself to control an entity if it is the majority owner of or has voting control over such entity. The Company also assesses control through means other than voting rights (“variable interest entities” or “VIEs”) and determines which business entity is the primary beneficiary of the VIE. Management performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE will cause the consolidation conclusion to change. Changes in consolidation status are applied prospectively. The Company has no VIEs at March 31, 2026 and December 31, 2025. The amount of net loss attributable to Non-controlling interests is disclosed in the Unaudited Condensed Consolidated Statements of Income and Other Comprehensive (Loss) / Income.

Discontinued Operations

As part of the Company’s stated strategy to pivot its focus to the global food supply chain sector, we spent 2024 fully engaged in the restructuring of Sadot Food Services. By refranchising company-owned units and closing underperforming locations while growing Pokémoto through franchising, the Company continued its restructuring efforts with the goal of reducing annualized restaurant operating expenses and overhead while potentially increasing franchise royalty revenue at Pokémoto. In early Q4 of 2024 the Company was able to close its last two corporate owned stores and reclassified the rest of Sadot Food Services to discontinued operations. The amount of loss from discontinued operations is disclosed in the Unaudited Condensed Consolidated Statements of Income and Other Comprehensive (Loss) / Income. For details related to Discontinued operations, see Note 5 – Discontinued operations.

Recent Accounting Pronouncements

The Company is no longer an emerging growth company and has adopted accounting standards based on public company effective dates.

In December 2023, the FASB issued ASU 2023-09, which focuses on income tax disclosures by requiring public business entities, on an annual basis, to disclose specific categories in the rate reconciliation, provide information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid. The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The adoption of this guidance on January 1, 2025 and has included the required disclosures in accordance with the new standard. The adoption did not have a material impact on its condensed consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). The standard is intended to enhance transparency of income statement disclosures, primarily through additional disaggregation of relevant expense captions. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027. Entities can adopt the change prospectively or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of the standard on its condensed consolidated financial statements.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging and Revenue from Contracts with Customers - Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASC 2025-07”) which applies to all entities that enter into non-exchange-traded contracts with underlyings based on operations or activities specific to one of the parties to the contract. The new guidance excludes from derivative accounting non-exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract. ASU 2025-07 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of the standard on its condensed consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Improvements to Interim Disclosure Requirements. The amendments are intended to enhance interim disclosures through a more principles-based framework. The standard is effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. The Company has not adopted this guidance as of March 31, 2026 and is currently evaluating the impact of this guidance on its condensed consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which includes various targeted amendments to the Accounting Standards Codification. The effective dates vary by amendment. The Company has not adopted this guidance as of March 31, 2026 and does not expect it to have a material impact on its condensed consolidated financial statements and related disclosures.

The Company has considered all other recently issued accounting pronouncements and does not expect them to have a material impact on its condensed consolidated financial statements and related disclosures.

Subsequent Events

The Company evaluated events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation and transactions, the Company did not identify any subsequent events that would have required adjustment or disclosure in the Financial Statements, except as disclosed in Note 18 – Subsequent events.

4. Assets Held For Sale

2024 Disposal group held for sale

After launching Sadot Agri-Foods, the Company made the decision to explore the option of selling a portion of our restaurant operations. During the first quarter of 2024, the Company entered into an agreement with a brokerage firm to have the exclusive rights to offer and sell the Muscle Maker Grill and Pokemoto franchise business and potentially some of the corporate-owned restaurants. Accordingly, the assets and liabilities related to the restaurant operations were classified as held for sale in the Company’s Consolidated Balance Sheets. Throughout most of 2024, the Company considered retaining some Company owned stores due to location and potential training centers that posed challenges for sale. The assets related to Pokemoto & Muscle Maker Grill were sold during the fourth quarter of 2025.

However, in the fourth quarter of 2024, the Company closed its last two corporate owned stores, and had a sale pending for the franchise business. Given the sale or pending sale of all of the restaurant operations as of December 31, 2024, the Company has deemed this to be a strategic shift in business structure as it will eliminate one of our two business segments, which triggered accounting for the restaurant operations as discontinued operations. The Company performed an impairment test on the net assets of the restaurant operations as of December 31, 2024, noting the carrying amount was less than the fair value less cost to sell. In December 2025 the Company sold its remaining franchises to Marv Brands for $2.9 million purchase price and a loss on sale of $0.2 million. Following the transactions, the Company was left with a single remaining operating activity related to its agri-food operations.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

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


	Three Months Ended March 31,
	2026			2025
	$’000			$’000
Sadot Food Services Net (Loss) / Income Before Income Tax		(29	)		107

Sadot Food Services was comprised of two fast casual restaurant concepts, Pokémoto and Muscle Maker Grill, as well as a subscription-based fresh prep meal concept. On August 1, 2024 SuperFit foods was sold for $0.2 million with a minimal gain on the sale.

5. Discontinued Operations

However, in the fourth quarter of 2024, the Company closed its last two corporate owned stores, and had a sale pending for the franchise business. Given the sale or pending sale of all of the restaurant operations as of December 31, 2024, the Company has deemed this to be a strategic shift in business structure as it will eliminate one of our two business segments, which triggered accounting for the restaurant operations as discontinued operations. The Company performed an impairment test on the net assets of the restaurant operations as of December 31, 2024, noting the carrying amount was less than the fair value less cost to sell. The assets related to Pokemoto and Muscle Maker Grill were sold during the fourth quarter of 2025. The amounts of loss from Discontinued operations were as follows:

Schedule of Discontinued Operations
	Three Months Ended March 31,
	2026			2025
	$’000			$’000
Revenues		—			394
Cost of goods sold		—			—
Gross profit		—			394
Franchise advertising fund expenses		—			(22	)
Post-closing expenses		—			40
Sales, general and administrative expenses		(26	)		(300	)
(Loss) / Income from discontinued operations		(26	)		112
Other income		3			—
Interest expense, net		(6	)		(5	)
(Loss) / Income from discontinued operations before income tax		(29	)		107
Income tax benefit / (expense) from discontinued operations		—			—
(Loss) / Income from discontinued operations		(29	)		107

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

6. Allowance for Credit Losses on Accounts Receivable

For the periods ended March 31, 2026 and December 31, 2025, a summary of the activity in the allowance for credit losses on accounts receivable appears below:


	As of
	March 31, 2026		December 31, 2025
	$’000		$’000
Balance at beginning of period		27,751		105
Adjustments related to Sadot agri-foods		383		27,646
Balance at end of period		28,134		27,751

7. Other Current Assets

On March 31, 2026 and December 31, 2025, the Company’s other current assets consists of the following:

Schedule of Other Current Assets
	As of
	March 31, 2026		December 31, 2025
	$’000		$’000
Prepaid expenses		1,691		1,713
Other receivables		2		2
Notes receivable, current		4		6
Other Current Assets		1,697		1,721

Prepaid expenses primarily consist of prepaid computer and software-related expenses and advance payments associated with commodity purchases related to the matters described in Note 15 – Commitments and Contingencies.

8. Other Non-Current Assets

As of March 31, 2026 and December 31, 2025, the Company’s other non-current assets consist of the following:

Schedule of Other Assets, Noncurrent
	As of
	March 31, 2026		December 31, 2025
	$’000		$’000
Security deposits		1		10
Right to use assets		—		110
Other non-current assets		1		120

9. Property and Equipment, Net

As of March 31, 2026 and December 31, 2025, Property and equipment consist of the following:

Schedule of Property and Equipment
	As of
	March 31, 2026			December 31, 2025
	$’000			$’000
Furniture and equipment		8			19
Leasehold improvements		—			11
Property and equipment, gross		8			30
Less: accumulated depreciation		(4	)		(10	)
Property and equipment, net		4			20

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Depreciation expense amounted to nil and $27.0 thousand for the periods ended March 31, 2026 and March 31, 2025, respectively.

10. Accounts Payables and Accrued Expenses

Accounts payables and accrued expenses consist of the following:


	As of
	March 31, 2026		December 31, 2025
	$’000		$’000
Accounts payable		4,166		3,941
Accrued payroll and bonuses		887		876
Accrued expenses		2,931		2,050
Accrued interest expenses		1,135		982
Accrued professional fees		292		268
Accounts payable commodities		25,747		25,750
Sales taxes payable		2		2
Accrued litigation expenses		13,801		13,466
Total		48,961		47,335

11. Notes Payable

Convertible Notes

During 2024 and early 2025, the Company issued several secured and senior original-issue-discount convertible notes to multiple institutional investors. These instruments were structured with principal amounts in excess of cash proceeds received due to the embedded original issue discount and, in certain cases, were secured by assets of a subsidiary. The notes provided investors with the option to convert outstanding principal (and, when applicable, accrued interest) into shares of common stock at contractually defined conversion prices, subject to customary adjustment mechanisms. The agreements also included typical covenants, events of default, and other investor protection features frequently found in structured convertible financing arrangements.

Note Amendments

As of June 30, 2025, an amendment was executed with the holder of the secured promissory note originally issued on October 22, 2024, which had an original principal balance of $1.4 million. Under the June amendment, the outstanding principal was increased to $2.1 million, and several key terms were revised. Key changes included (i) extending the maturity date to December 31, 2025, (ii) updating the conversion provisions to permit conversion at any time after the original issue date, subject to ownership limitations, (iii) modifying the conversion price to equal the price per share paid in the subsequent financing, and (iv) adding mandatory repayment provisions, including the application of proceeds from capital raises and scheduled monthly principal payments.

The amended instrument was evaluated under ASC 470-50, Debt Modifications and Extinguishments, and the changes were determined to be substantially different from the original terms. Accordingly, the amendment was accounted for as a debt extinguishment, and the original note was derecognized and replaced with a new instrument measured at its fair value as of the amendment date. Unamortized original-issue discount and issuance costs associated with the extinguished note were removed, and the newly issued instrument will be amortized over its revised term ended December 31, 2025.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

As of September 24, 2025, the Company entered into several waiver and amendment agreements with certain convertible note holders (the “Waivers”). The Waivers permitted the Company to complete a short-term financing transaction to address liquidity needs and amended the conversion and repayment terms of previously issued secured convertible notes. Key changes included (i) an extension in maturity date of the related note to December 31, 2025, (ii) an increase in the percentage of future capital-raise proceeds required to be applied to debt repayment, and (iii) termination or modification of existing lock-up provisions. (iv) and added prepayment provisions tied to proceeds from that offering and future capital raises.

As of January 30, 2026, the Company entered into extension and amendment agreements with the holders of three outstanding convertible notes originally issued in October and December 2024. Pursuant to the amendments, the maturity dates of the notes were extended from December 4, 2025 to June 4, 2026. As of January 30, 2026 the parties also acknowledged the remaining outstanding principal balances of approximately $1.4 million, $0.3 million and $1.0 million, respectively. In consideration of the extensions and the Company’s existing defaults under the notes, the holders agreed to apply an additional original issue discount of 25% to the remaining outstanding balances as of January 30, 2026, increasing the aggregate principal amounts to approximately $1.9 million, $0.4 million and $1.3 million, respectively. All other terms of the notes remained substantially unchanged.

The Company evaluated the amended instruments under ASC 470-50, Debt Modifications and Extinguishments, and concluded that the changes did not result in substantially different terms. Accordingly, each amendment was accounted for as a modification of existing debt rather than an extinguishment. No gain or loss was recognized in connection with the amendments, and the effective interest rates were recalculated prospectively based on the revised cash-flow terms. The carrying amounts of the notes continue to include unamortized original-issue discount and issuance costs, which was amortized through the new maturity date of June 4, 2026.

As of March 31, 2026, all amended instruments remained outstanding and continued to accrue interest and amortization in accordance with the updated terms.

Factoring agreement

As of March 31, 2026, $3.3 million of the Company’s total $11.6 million in notes payable relates to a factoring arrangement accounted for as a secured borrowing. Under the arrangement, accounts receivables with a carrying value of $3.9 million were pledged as collateral. The Company remains exposed to credit risk on the pledged receivables.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Notes Payable

Overview

The Company’s notes payable consist of (i) convertible notes, (ii) non-convertible notes payable, and (iii) obligations under a factoring agreement accounted for as a secured borrowing. Only certain notes contain features that permit settlement in shares of the Company’s common stock.

Summary of Notes Payable

As of March 31, 2026

Schedule of Notes Payable
Description	Total		Current Portion		Long-Term Portion
	$’000		$’000		$’000
Convertible notes		3,105		3,105		—
Non-convertible notes		4,708		4,708		—
Factoring arrangement		3,259		3,259		—
Total Notes Payable, net		11,072		11,072		—

As of December 31, 2025


Description	Total		Current Portion		Long-Term Portion
	$’000		$’000		$’000
Convertible notes		2,839		2,839		—
Non-convertible notes		4,098		4,098		—
Factoring arrangement		3,259		3,259		—
Total Notes Payable, net		10,196		10,196		—

As of March 31, 2026 and December 31, 2025, all notes payable are classified as current, as the Company does not have an unconditional right to defer settlement of these obligations for a period greater than twelve months from the balance sheet date.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Non-convertible Notes Payable

The Company’s non-convertible notes payable consist of short-term borrowings that do not include conversion features and are repayable in cash under contractual terms. As of March 31, 2026, non-convertible notes payable totaled approximately $4.7 million. The outstanding notes have maturity dates ranging from October 2, 2025 through April 30, 2026. As of December 31, 2025, non-convertible borrowings, including short-term secured debt, totaled $4.1 million. Interest rates on notes payable ranged from 3.75% to 46.00% per annum during 2026 and 2025.

Notes Payable

The Company repaid a total amount of $0.2 million of the notes payable during the three months ended March 31, 2026, of which $0.2 million was repaid in cash and $0.0 million was converted into stock. During the year ended December 31, 2025 the Company repaid a total amount of $12.1 million of the notes payable, of which $10.4 million was repaid in cash and $1.7 million was converted into stock. The company entered into new loans in the amount of $1.0 million during the three months ended March 31, 2026 and $11.7 million for the year ended December 31, 2025, respectively.

As of March 31, 2026, the Company had an aggregate amount of $11.1 million in notes payable, net. The notes had interest rates ranging between 3.75% - 46.00% per annum, due on various dates through June 2026.

As of March 31, 2026, the Company has outstanding short-term secured debt in the form of notes payable totaling $11.1 million, which is included in the $11.1 million in notes payable, net. The effective interest rate on the short-term secured debt is 3.75% - 46.00%.

Certain of the Company’s notes payable are secured by assets of the Company and its subsidiaries, and the lenders have recourse to such assets in the event of default.

The maturities of notes payable as of March 31, 2026, are as follows:

Schedule of Maturities of Notes Payable
	Principal Amount
	$’000
4/1/26-12/31/26		12,117
1/1/27-12/31/27		—
1/1/28-12/31/28		—
1/1/29-12/31/29		—
Thereafter		—
Total maturities		12,117
Less discount		(1,045	)
Notes payable, net		11,072

12. Leases

The Company had an operating lease obligation accounted for under ASC 842 as of March 31, 2026 related to previously occupied corporate office space. The Company determines whether a contract contains a lease at inception. Operating leases generally have remaining terms of one to five years and may include options to extend the lease term. Please see Note 15 – Commitments and Contingencies for further details.

During January 2026, the Company vacated its leased corporate office space and received notice from the landlord alleging default under the lease agreement, accelerating remaining lease obligations, and repossessing the premises. The lease had an original remaining contractual term through March 2029. As a result of vacating the premises, the Company determined that the related right-of-use asset was no longer recoverable and recorded a full impairment charge of approximately $110.1 thousand during the three months ended March 31, 2026. In addition, the Company recorded a write-off of fixed assets associated with the premises totaling approximately $16.8 thousand.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

The Company continues to recognize an operating lease liability of approximately $94.0 thousand as of March 31, 2026, representing the present value of the remaining contractual lease payments. The lease liability reflects the Company’s continuing obligation under the lease agreement, as the Company has not been legally released from its contractual obligations. Due to the landlord’s acceleration of lease payments, all remaining lease obligations are classified as due within 2026. In addition, the Company recorded an accrued lease obligation of approximately $16.9 thousand for unpaid rent and related charges for the period from January through March 2026 under ASC 450, Contingencies. The landlord may seek additional damages, including future rent and re-leasing costs; however, such amounts are not reasonably estimable as of March 31, 2026 and therefore have not been recorded. Management will continue to evaluate this matter as additional information becomes available. The original contractual lease term extends through March 2029. The weighted-average remaining lease term and weighted-average discount rate are not presented due to immateriality.

13. Other Current Liabilities

Other current liabilities consist of the following:

Schedule of Other current liabilities
	As of
	March 31, 2026		December 31, 2025
	$’000		$’000
Operating lease liability, current		94		27
Total		94		27

14. Other Non-Current Liabilities

Other non-current liabilities consist of the following:


	As of
	March 30, 2026		December 31, 2025
	$’000		$’000
Operating lease liability, non-current		—		84
Other non-current liabilities		—		84

15. Commitments and Contingencies

Consulting Agreements

On November 14, 2022 (the “Effective Date”), the Company, Sadot LLC and Aggia LLC FC, a company formed under the laws of United Arab Emirates (“Aggia”) entered into a Services Agreement (the “Services Agreement”) whereby Sadot LLC engaged Aggia to provide certain advisory services to Sadot Agri-Food for creating, acquiring and managing Sadot Agri-Foods’s business of wholesaling food and engaging in the purchase and sale of physical food commodities.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

As consideration for Aggia providing the services to Sadot Agri-Food, the Company agreed to issue shares of common stock of the Company, par value $0.0001 per share, to Aggia subject to Sadot Agri-Food generating net income measured on a quarterly basis at per share price of $15.6250, subject to equitable adjustments for any combinations or splits of the common stock occurring following the Effective Date. Upon Sadot Agri-Food generating net income for any fiscal quarter, the Company shall issue Aggia a number of shares of common stock equal to the net income for such fiscal quarter divided by the per share price (the “Shares”). The Company may only issue authorized, unreserved shares of common stock. The Company will not issue Aggia in excess of 1,442,428 shares representing 49.999% of the number of issued and outstanding shares of common stock as of the Effective Date. Further, once Aggia has been issued a number of shares constituting 19.99% of the issued and outstanding shares of common stock of the Company, no additional shares shall be issued to Aggia unless and until this transaction has been approved by the shareholders of the Company. In the event that the shares cap has been reached, then the remaining portion of the net income, if any, not issued as shares shall accrue as debt payable by Sadot Group to Aggia until such debt has reached a maximum of $71.5 million. The Company will prepare the shares earned calculation after the annual audit or quarter review is completed by the auditors. The shares will be issued within 10 days of the final calculation.

On July 14, 2023 (the “Addendum Date”), effective April 1, 2023, the parties entered into Addendum 2 to the Services Agreement (“Addendum 2”) pursuant to which the parties amended the compensation that Aggia is entitled.

Pursuant to Addendum 2, on the Addendum Date, the Company issued 885,546 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company, which such Shares represent 1,442,428 Shares that Aggia is entitled to receive pursuant to the Services Agreement less the 556,882 Shares that have been issued to Aggia pursuant to the Services Agreement as of the Addendum Date. The Company will not issue Aggia in excess of 1,442,428 Shares representing 49.9% of the number of issued and outstanding shares of common stock as of the effective date of the Services Agreement. The Shares shall be considered issued and outstanding as of the Addendum Date and Aggia shall hold all rights associated with such Shares. The Shares vest on a progressive schedule, at a rate equal to the net income of Sadot Agri-Foods, calculated quarterly divided by $31.25, which for accounting purposes shall equal 40% of the net income of Sadot Agri-Foods, calculated quarterly divided by $12.50. During the 30 day period after July 14, 2028 (the “Share Repurchase Date”), Aggia may purchase any Shares not vested. All Shares not vested or purchased by Aggia, shall be repurchased by the Company from Aggia at per share price of $0.0001 per share. Further, the parties clarified that the Lock Up Agreement previously entered between the Company and Aggia dated November 16, 2022 shall be terminated on May 16, 2024 provided that any Shares that have not vested or been purchased by Aggia may not be transferred, offered, pledged, sold, subject to a contract to sell, granted any options for the sale of or otherwise disposed of, directly or indirectly. Following the Share Repurchase Date, in the event that there is net income for any fiscal quarter, then an amount equal to 40% of the net income shall accrue as debt payable by Sadot Group to Aggia (the “Debt”), until such Debt has reached a maximum of $71.5 million.

Additionally, for the years ended December 31, 2025 and 2024, the Company reimbursed Aggia for all operating costs related to Sadot Agri-Foods operating expenses including labor, operating expenses and general administrative expenses of $0.0 million, $0.0 million and $1.9 million, respectively and all operating costs related to Sadot Agri-Foods including labor, operating expenses and general administrative expenses of $1.8 million and $0.3 million and $1.7 million respectively.

On November 24, 2025, the Services Agreement with Aggia was terminated and the parties’ ongoing consulting and performance-based compensation arrangement was ended. As a result of the termination, no further services will be provided by Aggia and no additional performance-based share issuances or related contingent compensation will be earned under the agreement. Any previously issued shares and any residual rights or obligations, if applicable, will continue to be governed by the terms of the agreement as amended prior to termination. On November 20, 2025, the Company entered into a Settlement Agreement with Aggia. Pursuant to the Settlement Agreement, the Company and Aggia agreed to terminate the Services Agreement dated as of November 14, 2022, as amended, and to fully settle, compromise, and discharge all claims, debts, obligations, and liabilities arising out of or related to the Agreement Documents.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Litigations, Claims and Assessments

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 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 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, 2026.

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. The Company has filed an appeal seeking recovery of $3.5 million. The appeal process is expected to take in excess of one year. 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. and Sadot Latam LLC claiming non-delivery under a grain sales contract. 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. A further final round of submissions was allowed by the Tribunal, the final of which will be made in May 2026 by the Claimant. The Company believes it has meritorious defenses, including jurisdictional grounds for dismissal of the claim against Sadot Group Inc., but the outcome of arbitration proceedings is inherently uncertain and cannot be predicted. Based on the assessment of the Company’s legal counsel, a loss is reasonably possible but not probable, and the amount or range of potential loss cannot be reasonably estimated at this time. Accordingly, no contingent liability has been accrued in accordance with ASC 450 as of March 31, 2026.

Kevin Mohan v Sadot Group Inc., formerly Muscle Maker, Inc. (AAA Case No. 01-25-0003- 4507). Former Chairman’s employment claims under Texas law exceeding $0.3 million (excluding unvested stock). 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 56(d). 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. On April 2, 2026, Mr. Mohan filed a complaint against the Company in the United States District Court for the District of Texas alleging breaches of employment contract and damages in the amount greater than $250,000 and less than $1,000,000 relating to alleged unpaid performance bonuses. The Company believes the plaintiffs’ positions are without merit and intends to vigorously defend itself in all respects. No contingent liability has been recorded as of March 31, 2026.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Nuval Trade S.A. v. Sadot Latam LLC (GAFTA No. 19-403) is a GAFTA arbitration arising from two soybean meal contracts. On April 17, 2026, a partial award was issued in favor of Nuval Trade S.A. 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. v Sadot LLC. On September 26, 2025, The Andersons, Inc. filed an admiralty and maritime action in the United States District Court for the Southern District of Ohio in aid of an arbitration proceeding against the Company’s subsidiaries, Sadot LLC and Sadot Latam, alleging breach of a contract for the sale of Argentine wheat and seeking approximately $521,641 plus alleged dispatch, pre-award interest, and other fees. In February 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 time. Accordingly, no contingent liability has been accrued under ASC 450 as of March 31, 2026.

Star Fund commenced proceedings alleging that Sadot Group Inc. guaranteed Sadot Latam LLC’s obligations under a factoring agreement and claiming approximately $2.9 million. The claim against Sadot Group Inc. was based solely on a 2023 board resolution authorizing management to guarantee subsidiary debt with specified lenders. 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. A motion for summary judgment by a codefendant was heard on February 25, 2026 and remains under advisement. 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. The matter 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.

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. 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.

Centurion MPP Pte. Ltd. v. Sadot Latam LLC. The claimant 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. 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.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

OSR Rotterdam BV filed a maritime attachment claim against Sadot Latam LLC on April 14, 2025 arising from an alleged breach of a charter party. OSR claims a contractual cancellation fee of $250,000 plus interest. The Company has recorded $250,000 within accounts payable as of March 31, 2026 in respect of the principal claim. Based on the assessment of the Company’s legal counsel, a loss is probable and the principal amount has been accrued; the amount of any further interest, costs, and enforcement charges in excess of the accrued sum cannot be reasonably estimated at this time.

On April 4, 2026, a former employee of the Company filed a complaint against the Company and its chief executive officer in the United States District Court for the District of New Jersey alleging breaches of employment contract and damages in the amount of $144,212 plus punitive damages relating to alleged unpaid performance bonuses, vacation time, and severance. The Company believes the plaintiff’s positions are without merit and intends to vigorously defend itself in all respects. In early May 2026 the employee agreed to dismiss the complaint and move to an arbitration in Texas.

On February 18, 2026, Lisiten Associates Inc. filed a complaint against the Company in the Supreme Cout of the State of New York, County of New York, alleging unpaid brokerage fees in connection with the sale of the Company’s restaurant business in the amount of $319,000 plus treble damages. The Company believes the plaintiff’s positions are without merit and intends to vigorously defend itself in all respects.

In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. In the opinion of management after consulting legal counsel, such matters are currently not expected to have a material impact on the Company’s financial statements.

The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements after consulting legal counsel.

NASDAQ Notice

On January 8, 2026, the Company received notice that it was not in compliance with Nasdaq Listing Rule 5620(a) due to the failure to hold an annual meeting within twelve months of fiscal year-end. The Company submitted a compliance plan on February 16, 2026, and on March 9, 2026 Nasdaq granted an extension until June 29, 2026 to regain compliance. Subsequent to quarter-end, the Company held its annual meeting of shareholders on April 13, 2026, thereby satisfying the requirements of Nasdaq Listing Rule 5620(a).

On May 5, 2026, Sadot Group Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it no longer satisfies the minimum shareholders’ equity requirement for continued listing on the Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(b)(1). Specifically, the Company’s shareholders’ equity as reported in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 was ($54,745,000). The Company does not meet the alternative compliance standards of either a market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. Under Nasdaq rules, the Company has 45 calendar days from the date of the letter (until June 22, 2026) to submit a plan to regain compliance. If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the letter to evidence compliance. The letter has no immediate effect on the listing or trading of the Company’s common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “SDOT,” subject to the Company’s continued compliance with other listing requirements. The Company intends to submit a compliance plan to Nasdaq within the required timeframe and is evaluating various strategic options to regain compliance. There can be no assurance that the plan will be accepted by Nasdaq, that any extension will be granted, or that the Company will regain compliance within the allotted period.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

16. Equity

Stock Option and Stock Issuance Plan

2021 Plan

The Company’s board of directors and shareholders approved and adopted on October 7, 2021 the 2021 Equity Incentive Plan (“2021 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2021 Plan, the Company reserved 15,000 shares of common stock for issuance. As of March 31, 2026, 6,561 shares have been issued and 3,986 options to purchase shares have been awarded under the 2021 Plan.

2023 Plan

The Company’s board of directors and shareholders approved and adopted on February 28, 2023 the 2023 Equity Incentive Plan (“2023 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2023 Plan, the Company reserved 25,000 shares of common stock for issuance. As of March 31, 2026, 24,238 shares have been issued and 690 option to purchase shares have been awarded under the 2023 Plan.

2024 Plan

The Company’s board of directors and shareholders approved and adopted on October 27, 2023 the 2024 Equity Incentive Plan (“2024 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2024 Plan, the Company reserved 75,000 shares of common stock for issuance. As of March 31, 2026, 74,996 shares have been issued under the 2024 Plan and nil option to purchase shares have been awarded under the 2024 Plan.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

2025 Plan

On November 19, 2025, the Company’s board of directors approved the 2025 Equity Incentive Plan (the “2025 Plan”), subject to shareholder approval, which was subsequently obtained. The 2025 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards and other equity-based awards to officers, directors, employees, consultants and advisors of the Company. Upon approval of the 2025 Plan, the Company reserved 7,000,000 shares of common stock for issuance under the plan. The 2025 Plan supplements the Company’s prior equity incentive plans; however, following adoption of the 2025 Plan, no additional awards will be granted under the Company’s existing equity incentive plans, although previously granted awards will remain outstanding in accordance with their terms. As of March 31, 2026, no shares had been issued and no options had been granted under the 2025 Plan.

Common Stock Issuances

On January 4, 2024, the Company authorized the issuance of 1,056 shares of common stock to the members of the board of directors as compensation earned during the fourth quarter of 2023.

On January 8, 2024, the Company authorized the issuance of 2,769 shares of common stock in connection with the conversion of notes payable.

On January 11, 2024, the Company authorized the issuance of 2,789 shares of common stock in connection with the conversion of notes payable.

On January 22, 2024, the Company authorized the issuance of 3,058 shares of common stock in connection with the conversion of notes payable.

On January 29, 2024, the Company authorized the issuance of 3,044 shares of common stock in connection with the conversion of notes payable.

On February 16, 2024, the Company authorized the issuance of 30 shares of common stock to a consultant for services rendered.

On February 16, 2024, the Company authorized the issuance of 3,057 shares of common stock in connection with the conversion of notes payable.

On March 15, 2024, the Company authorized the issuance of 6,089 shares of common stock in connection with the conversion of notes payable.

On March 20, 2024, the Company authorized the issuance of 7,608 shares of common stock in connection with the conversion of notes payable.

On March 28, 2024, the Company authorized the issuance of 795 shares of common stock to a consultant for services rendered.

On March 31, 2024, the Company vested 5,009 shares of common stock to Aggia as consulting fees earned during the fourth quarter of 2023.

On June 30, 2024, the Company vested 13,990 shares of common stock to Aggia as consulting fees earned during the first quarter of 2024.

On August 14, 2024, the Company authorized the issuance of 5,498 shares of common stock in connection with the conversion of notes payable.

On August 19, 2024, the Company authorized the issuance of 10,425 shares of common stock in connection with the conversion of notes payable.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

On August 26, 2024 the Company authorized the issuance of 4,750 shares of common stock to a consultant for services rendered.

On September 27, 2024, the Company authorized the issuance of 6,255 shares of common stock in connection with the conversion of notes payable.

On September 30, 2024, the Company vested 12,115 shares of common stock to Aggia as consulting fees earned during the second quarter of 2024.

On December 3, 2024, the Company entered into a Purchase Agreement (the “Purchase Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with institutional investors (“Purchasers”) and issued an aggregate of $3.75 million aggregate principal amount of convertible senior notes due in 2025 (the “Notes”) for aggregate gross proceeds of approximately $3.0 million, before deducting fees to the placement agent and other expenses payable by the Company (the “Offering”). RBW Capital Partners LLC, offering all securities through Dominari Securities LLC, served as the exclusive placement agent for the Offering. The Offering closed on December 4, 2024. Pursuant to the Purchase Agreement, the Notes were issued with an original issue discount of 20%. The Notes will mature on December 4, 2025, unless earlier converted upon the satisfaction of certain conditions. The conversion price of the Notes is $41.0 per share of common stock. The Notes include a “Most Favored Nation” clause which grants to the Purchasers the right to claim better conversion terms should the Company provide such to any as long as the Notes are outstanding. The Purchasers will be prohibited from effecting a conversion of the Notes to the extent that, as a result of such conversion, a Purchaser would beneficially own more than 9.99% of the shares of common stock outstanding immediately after giving effect to such conversion. The Company agreed to register the shares of common stock underlying the Notes for resale under a Registration Statement on Form S-3, pursuant the Securities Act of 1933. The Notes contain a covenant prohibiting the Company to incur, guarantee or assume any indebtedness, other than certain permitted indebtedness, create or allow or suffer any mortgage, lien, security interest or other encumbrance on its property or assets , other than permitted liens, redeem, discharge, repurchase, repay or make any payments in respect of any indebtedness if at the time such payment is due or is otherwise made or, after giving effect to such payment, an event of default under the Notes has occurred and is continuing, declare or pay any cash dividend or distribution on any stock or other equity interest of the Company, or make, any change in the nature of its business or modify its corporate structure or purpose. The Notes contain customary events of default and customary penalties for the Company’s failure to issue conversion shares on a timely basis. The Registration Rights Agreement contains customary penalties for our failure to file the registration statement or cause it to become effective on a timely basis and for certain other events.

On December 31, 2024, the Company vested 16,041 shares of common stock to Aggia as consulting fees earned during the fourth quarter of 2024.

On March 25, 2025, the Company authorized the issuance of 3,407 shares of common stock to consultants for services rendered.

On March 31, 2025, the Company vested 7,934 shares of common stock to Aggia as consulting fees earned during the first quarter of 2025.

On April 25, 2025, the Company exchanged a note payable of $25.0 thousand for 1,894 shares of common stock.

On April 30, 2025, the Company exchanged a note payable of $0.1 million for 4,924 shares of common stock.

On May 6, 2025, the Company exchanged a note payable of $0.1 million for 4,274 shares of common stock.

On May 12, 2025, the Company exchanged a note payable of $0.1 million for 4,856 shares of common stock.

On May 14, 2025, the Company exchanged a note payable of $0.1 million for 5,769 shares of common stock.

On May 19, 2025, the Company exchanged a note payable of $0.2 million for 15,000 shares of common stock.

On May 28, 2025, the Company exchanged a note payable of $0.1 million for 10,416 shares of common stock.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

On June 2, 2025, the Company exchanged a note payable of $0.1 million for 11,111 shares of common stock.

On June 10, 2025, the Company exchanged a note payable of $0.2 million for 16,667 shares of common stock.

On June 12, 2025, the Company exchanged a note payable of $0.3 million for 30,000 shares of common stock.

On June 15, 2025, the Company exchanged a note payable of $0.2 million for 19,000 shares of common stock.

On June 30, 2025, the Company authorized the issuance of 7,770 shares of common stock to consultants for services rendered.

On July 25, 2025, the Company authorized the issuance of 250,000 shares of common stock to a placement agent for services rendered in connection with an offering.

On August 19, 2025, the Company authorized the issuance of 5,000 shares of common stock to a consultant for services rendered.

On September 23, 2025, the Company authorized the issuance of 44,370 shares of common stock in connection with the conversion of notes payable.

On September 24, 2025, the Company authorized the issuance of 13,849 shares of common stock in connection with the conversion of notes payable.

On September 30, 2025, the Company authorized the issuance of 37,063 warrants in connection with the conversion of notes payable.

On September 30, 2025, the Company authorized the issuance of 9,940 shares of common stock to consultants for services rendered.

On October 15, 2025, the Company exchanged a note payable of $0.5 million for 100,000 shares of common stock.

On October 15, 2025, Sadot Group, Inc. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain accredited investors (the “Purchasers”) pursuant to which the Company agreed to sell an aggregate of 103,577 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $5.20 per share, for aggregate gross proceeds to the Company of approximately $538,600, before deducting placement agent fees and other offering expenses payable by the Company (the “Offering”). The Company expects to use the net proceeds from the Offering for general corporate purposes and working capital. The Offering was conducted pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-281842), which was declared effective by the Securities and Exchange Commission (the “SEC”) on September 19, 2024, and a prospectus supplement dated October 16, 2025.The Company issued and sold the above securities in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) by virtue of Section 4(a)(2) thereof and/or Rule 506 of Regulation D thereunder.

On November 20, 2025, the Company entered into a settlement and mutual release agreement with Aggia to resolve all claims, debts, and obligations arising from a previously existing services arrangement and related instruments. As part of the settlement, the Company agreed to issue 1,050,000 shares of its common stock and pay $75,000 in cash. The Company issued 257,000 shares shortly after execution of the agreement. The remaining 793,000 shares are subject to shareholder approval under Nasdaq Listing Rule 5635(d) and were included within accrued expenses as of December 31, 2025. Shareholder approval for the issuance of the remaining shares was received on April 13, 2026. Upon shareholder approval, the restriction on issuance of the remaining shares was satisfied. Upon issuance, the related settlement obligations, including previously issued promissory notes, will be fully satisfied and cancelled. The settlement also provides for a mutual release of claims between the parties and termination of prior contractual arrangements.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

On February 6, 2026, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain accredited investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, and the Purchasers agreed to purchase, 8% Unsecured Original Issue Discount Debentures (the “Debentures”) in the aggregate principal amount of up to $1,086,956 (with a funded amount of $1,000,000 after giving effect to an 8% original issue discount). The Debentures were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder. The financing closed on February 9, 2026. The Debentures mature on the earlier of (i) May 30, 2026, (ii) four months from the original issue date (May 30, 2026), or (iii) the closing of any debt or equity financing by the Company resulting in gross proceeds of at least $5,000,000. The Debentures do not bear regular interest but are issued at an 8% original issue discount. The Company has the option to prepay the Debentures at any time at the principal amount. As additional consideration, the Company issued an aggregate of 300,000 shares of the Company’s Common Stock to the Purchasers on a pro rata basis (the “Incentive Shares”). The SPA contains customary representations, warranties, covenants, and closing conditions. The Debentures contain negative covenants restricting the Company from incurring additional indebtedness (subject to permitted exceptions), creating liens, amending charter documents in a materially adverse manner, repurchasing equity or other indebtedness (with limited exceptions), paying dividends, or entering into affiliate transactions without Required Holders’ (holders of at least 50% plus $1.00 of the principal amount) consent. Events of default include non-payment, breaches of covenants, bankruptcy events, cross-defaults on material indebtedness, and other customary events. On January 29, 2026, the Company entered into an Engagement Agreement for Advisory Services (the “Engagement Agreement”) with RBW Capital Partners LLC and Dawson James Securities, Inc. (collectively, the “Financial Advisor”), pursuant to which the Financial Advisor provided advisory services in connection with the private debt transaction. The Company paid a one-time advisory fee of $10,000 at closing. The Engagement Agreement includes provisions for an exclusive placement agent engagement for four months post-closing, indemnification, and other standard terms.

Preferred Stock

The Company is authorized to issue 10,000,000 shares of preferred stock, par value $0.0001 per share. As of December 31, 2025, no preferred stock was issued and outstanding. The preferred stock is “blank check” preferred stock, the terms of which may be established by the Board of Directors from time to time.

On February 11, 2026, the Company designated 10,000 shares of its authorized preferred stock as Series A Preferred Stock and issued all 10,000 shares of such Series to an investor for aggregate proceeds of approximately $145,000, which has not been received as of March 31, 2026. The Series A Preferred Stock is non-convertible into common stock and initially had a stated value of approximately $14.52 per share. Each share was entitled to voting rights on an as-converted basis, initially equal to approximately 14.5 votes per share, subject to adjustment. The Series A Preferred Stock ranks pari passu with the Company’s common stock with respect to dividends and liquidation rights and is redeemable at the Company’s option at the stated value per share, plus any declared and unpaid dividends. On March 2, 2026, the Company amended the terms of the Series A Preferred Stock to reduce the stated value to approximately $5.16 per share and the voting rights to approximately 5.16 votes per share.

Restricted Share Awards

At March 31, 2026, there were 21,536 restricted share awards outstanding awarded to employees, consultants and the board of directors.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

A summary of the activity related to the restricted share awards, is presented below:


	Total RSA's			Weighted-average grant date fair value
Unvested at December 31, 2024		64,033			(64.90	)
Granted		25,681			22.94
Forfeited		(27,895	)		33.05
Vested		(33,815	)		52.89
Unvested at, December 31, 2025		28,004			86.19
Granted		—			—
Forfeited		—			—
Vested		(6,468	)		28.00
Unvested at March 31, 2026		21,536			103.69

See Note 15 – Commitments and contingencies for further details on Restricted Share Awards.

Warrant and Option Valuation

The Company has computed the fair value of warrants and options granted using the Black-Scholes option pricing model. The expected term used for warrants and options issued to non-employees is the contractual life. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected term of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.

Options

During the three months ended March 31, 2026, there were 0 shares forfeited upon resignation or termination of executives and board members.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

A summary of option activity is presented below:

Schedule of Option Activity
	Weighted-average exercise price		Number of options			Weighted-average remaining life (in years)		Aggregate intrinsic value
	$							$’000
Outstanding, December 31, 2024		108.40		8,125			3.17		—
Granted		—		—			N/A		—
Exercised		119.88		(2,335	)		N/A		—
Forfeited		97.63		(1,605	)		N/A		—
Outstanding, December 31, 2025		106.11		4,185			2.13		—
Exercisable and vested, December 31, 2025		102.27		3,047			2.06		—
Outstanding, December 31, 2025		106.11		4,185			2.13		—
Granted		—		—			N/A		—
Exercised		107.86		(642	)		N/A		—
Forfeited		—		—			N/A		—
Outstanding, March 31, 2026		105.79		3,543			1.39		—
Exercisable and vested, March 31, 2026		102.62		3,117			1.21		—

A summary of warrants activity during the three months ended March 31, 2026 and 2025 is presented below:

Schedule of Warrants Activity
	Weighted-average exercise price		Number of warrants			Weighted-average remaining life (in years)		Aggregate intrinsic value
	$							$’000
Outstanding, December 31, 2024		186.20		159,313			1.82		—
Granted		13.00		12,504			4.85		—
Exercised		—		—			N/A		—
Forfeited		330.13		(39,974	)		N/A		—
Outstanding, December 31, 2025		178.57		131,843			1.19		—
Exercisable, December 31, 2025		178.57		131,843			1.19		—
Outstanding, December 31, 2025		178.57		131,843			1.19		—
Granted		—		—			N/A		—
Exercised		—		—			N/A		—
Forfeited		—		—			N/A		—
Outstanding, March 31, 2026		178.57		131,843			0.94		—
Exercisable, March 31, 2026		178.57		131,843			0.94		—

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

Pre-Funded Warrants

On September 23, 2025, the Company completed a registered direct offering of (i) 44,370 shares of common stock and (ii) 37,063 pre-funded warrants, at purchase prices of $6.14 per share and $6.1399 per pre-funded warrant (equal to the share price less the $0.0001 per-share exercise price), for gross proceeds of approximately $500,000 before placement agent fees and offering expenses. Each Pre-Funded Warrant is exercisable for one share of common stock at an exercise price of $0.0001 per share and is exercisable immediately, subject to any beneficial ownership limitations set forth in the warrant.

The Company classified the Pre-Funded Warrants in shareholders’ equity. As of December 31, 2025, 37,063 Pre-Funded Warrants were exercised.

Stock-Based Compensation Expense

Stock-based compensation related to restricted stock issued to employees, directors and consultants amounted to $0.4 million for the three months ended March 31, 2026, of which $0.2 million were executive compensation, $3.1 thousand were given to the board of directors, $0.2 million were given to consultants for services rendered and nil were stock-based consulting expenses paid to related party.

Stock-based compensation related to restricted stock issued to employees, directors and consultants, warrants and warrants to consultants amounted to $1.5 million for the three months ended March 31, 2025, of which $0.2 million were executive compensation, $0.1 million were given to the board of directors, $0.2 million were given to consultants for services rendered and $1.0 million were stock-based consulting expenses paid to Aggia.

17. Related Party Transactions

In 2024 the Company has engaged Newton Incorporated, an investor relations firm owned and operated by our Chief Executive Officer, Chagay Ravid, to provide investor relations and strategic communications services. Newton was engaging other sub contractors for IR services in Europe. This arrangement was entered into prior to Mr. Ravid’s appointment as Chief Executive Officer. During the three months ended March 31, 2026, the Company paid approximately $55.0 thousand to Newton Incorporated and $0.2 million during the year ended December 31, 2025. The transaction was reviewed and approved in accordance with the Company’s related party transaction policies.

The Company will continue to monitor and evaluate its related party transactions to ensure that they are conducted in accordance with applicable laws and regulations and in the best interests of the Company and its shareholders.

Sadot Group, Inc.

Notes to the Condensed Consolidated Financial Statements (Unaudited)

18. Subsequent Events

Shareholder Approval of Material Proxy Proposals

On April 13, 2026, the Company’s shareholders approved the material proposals presented at the Annual Meeting of Shareholders. The following approvals have a direct or potential financial impact and are therefore disclosed in detail:

Increase in Authorized Shares – Amendment of the Company’s articles of incorporation to increase the number of authorized shares of common stock from 2,000,000 to 250,000,000 shares and the number of authorized preferred shares to 10,000,000. This provides the Company flexibility for equity financing, acquisitions, and equity-based compensation.

Equity Incentive Plan – Adoption of the Sadot Group Inc. 2025 Equity Incentive Plan, authorizing the issuance of up to 7,000,000 shares of common stock to employees, directors, and consultants.

Potential Issuances Related to Financing and Settlements – Approval of potential issuances of common stock in connection with:

conversion of outstanding convertible notes, and

settlement arrangements, including obligations under the Aggia LLC settlement and other previously disclosed agreements.

Ratification of Auditors – Ratification of the appointment of the Company’s independent registered public accounting firm for fiscal year 2025.

Board of Directors Election and Other Advisory Matters

The shareholders also elected all director nominees as presented in the proxy and approved other advisory matters, including say-on-pay votes. These votes do not have a direct financial impact and are summarized for completeness.

NASDAQ Notice

Convertible Note Conversions

Subsequent to March 31, 2026, between April 30, 2026 and May 5, 2026, certain holders of the Company’s convertible notes elected to convert an aggregate of approximately $3.6 million of outstanding notes payable into shares of the Company’s common stock pursuant to the terms of the applicable notes. In connection with these conversions, the Company issued an aggregate of 11,559,964 shares of common stock, consisting of (i) 309,734 shares issued at a conversion price of $0.9458 per share, (ii) 2,182,908 shares issued at a conversion price of $0.4559 per share, and (iii) 9,067,322 shares issued at a conversion price of $0.2511 per share. The conversions reduced the Company’s outstanding indebtedness by the corresponding amounts.

Preferred Stock – Proceeds Received

Subsequent to March 31, 2026, the Company received aggregate cash proceeds of approximately $145.0 thousand related to the issuance of 10,000 shares of Series A Preferred Stock to an investor on February 11, 2026.

Evaluation of Subsequent Events

The Company has evaluated subsequent events through the date these financial statements were issued and determined that no additional events require recognition or disclosure.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Preliminary Note

The following Management’s Discussion and Analysis (“MD&A”), prepared as of May 15, 2026, should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements of Sadot Group Inc. (“Sadot Group”), for the three months ended March 31, 2026, together with the audited financial statements of the Company for the year ended December 31, 2025 and the accompanying MD&A for that fiscal year appearing in our Annual Report on 2024 Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2026. Unless otherwise indicated or the context otherwise requires, all references to the terms “Company,” “company,” “Sadot”, “we,” “us,” “our”, “Group” and similar terms refer to Sadot Group Inc., together with its consolidated subsidiaries.

Our website address is http://sadotgroupinc.com. The information on, or that can be accessed through, our website is not part of this Report. The SEC also maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our filings with the SEC are also available to the public through the SEC’s website at www.sec.gov.

This MD&A is the responsibility of management. Prior to its release, the Company’s Board of Directors (the “Board”) approved this MD&A on the Audit Committee’s recommendation. The Company presents its financial statements in U.S. Dollars. Amounts in this MD&A are stated in U.S. Dollars unless otherwise indicated.

Forward-Looking Statements

This Report contains forward-looking statements as defined in the federal securities laws. Forward-looking statements generally relate to future events or our future financial or operating performance. These forward-looking statements are not guarantees of future performance, conditions, or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside of Sadot Group Inc’s management’s control. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “forecast,” “model,” “proposal,” “should,” “may,” “intend,” “estimate,” and “continue,” and similar expressions (or the negative versions of such words or expressions), are intended to identify forward-looking statements. These forward-looking statements include, without limitation, information concerning Sadot’s possible or assumed future results of operations, business strategies, debt levels, competitive position, industry environment and possible growth opportunities. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Reference is made to “Factors That May Affect Future Results and Financial Condition” in this Item 2 for a discussion of some of the uncertainties, risks and assumptions associated with these statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update or revise any forward-looking statements except as required by law.

OVERVIEW

Sadot Group Inc. is our parent company and is headquartered in Burleson, Texas. During the three months ended March 31, 2026, we reported zero commodity sales revenue compared to $132.2 million in the prior-year period. This reflects the significant streamlining of our operations, including the closure of certain international offices and the completion of the sale of our Sadot Food Services segment on December 4, 2025.

As of March 31, 2026, Sadot Group consisted of one distinct operating unit and one discontinued operation.

●

Sadot LLC (“Sadot Agri-Foods”): Sadot Group’s operating unit was intended to be a global Agri-Foods company engaged in farming, commodity trading and shipping of food and feed (e.g., soybean meal, wheat and corn) via dry bulk cargo ships across the globe. Sadot Agri-Foods competes with the ABCD commodity companies (ADM, Bunge, Cargill, Louis-Dreyfus) as well as many regional organizations. Sadot Agri-Foods operates, through a majority owned subsidiary, a roughly 5,000 acre farm in Zambia with a focus on major commodities such as wheat, soy and corn alongside high-value tree crops such as avocado and mango. A default judgment related to the farm was issued during the fourth quarter of 2025. While the company has appealed this ruling, it has recognized an impairment of $11.8 million on the Zambia farm to reflect the associated financial impact. In addition, the Company had a deposit on farmland in Indonesia which was written off during the fourth quarter of 2025. Sadot Agri-Foods was formed as part of the Company’s diversification strategy to own and operate, through its subsidiaries, the business lines throughout the food supply chain. Our business involved farming, commodity trading, and shipping of food and feed products, such as soybean meal, wheat, and corn, via dry bulk cargo ships across global 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 difficult regulatory environments including a legal system, adverse weather conditions, labor shortages, inefficient regulatory environments, various court proceedings or equipment failures. Additionally, geopolitical tensions, trade restrictions, fluctuating commodity prices, and increased competition in the agri-foods sector have compounded these issues, leading to halted or suspended trading activities and an inability to fulfill contracts or secure new ones. Between November 2022 and October 2025, Aggia LLC FZ (“Aggia”) was providing consultancy in connection with the food supply chain activities which were designed to become the most important focus of the Company. However, as a result of disappointing performances in 2025, the Company decided to end the relationship with Aggia. On November 20, 2025, the Company entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with Aggia. Pursuant to the Settlement Agreement, the Company and Aggia agreed to terminate the Services Agreement dated as of November 14, 2022, as amended (collectively, the “Agreement Documents”), and to fully settle, compromise, and discharge all claims, debts, obligations, and liabilities arising out of or related to the Agreement Documents. The Company is assessing the potential business opportunities surrounding supply chain, before making any decisions as to whether the Company wants to engage a replacement to the services previously provided by Aggia.

●

In 2025, the Company sold the assets relating to its U.S.-centric restaurant business. Sadot Restaurant Group, LLC (“Sadot Food Services”) held three concepts, including two fast casual restaurant concepts, Pokémoto and Muscle Maker Grill. During 2024, the Company operated a subscription-based fresh prep meal concept, SuperFit Foods, which was sold in August 2024. Throughout 2024 the remaining corporate owned restaurants were sold and converted into franchise locations or closed. On December 4, 2025, the Company and its wholly-owned subsidiaries, Pokemoto LLC, Poke Co Holdings, LLC, and Muscle Maker Development, LLC (collectively, the “Sellers”), completed the sale of substantially all of the assets related to the Pokemoto and Muscle Maker Grill franchise businesses (the “Business”) to MARV Brands of America LLC, a Delaware limited liability company, and MARV Brands Inc., an Ontario business corporation (collectively, the “Buyers”), pursuant to an Asset Purchase Agreement dated December 4, 2025 (the “Purchase Agreement”). Under the terms of the Purchase Agreement, the Buyers acquired the assets of the Business, including franchise agreements, intellectual property (such as trademarks, recipes, operations manuals, and brand standards), inventory, marketing funds, gift card balances, and other related assets, for a total purchase price of $2,900,000 (the “Purchase Price”). The Purchase Price consisted of: (i) a $100,000 earnest money deposit previously paid by the Buyers; (ii) $2,600,000 paid at closing; and (iii) a $200,000 holdback amount (the “Holdback Amount”) payable subject to certain conditions, including the delivery of specified missing franchise and transfer agreements as outlined in a side letter agreement dated December 4, 2025 (the “Side Letter”). The Holdback Amount is contingent upon the Sellers delivering fully executed copies of various missing agreements on or before the holdback payment date. The deadline for delivery has lapsed and the Company has not delivered all required agreements. Accordingly, the $200,000 holdback receivable has been written off as of December 31, 2025. In connection with the closing, the parties also executed a Trademark Assignment Agreement dated December 4, 2025, pursuant to which the Company and Pokemoto LLC assigned all trademarks related to the Business to MARV Brands Inc. The transaction closed on December 4, 2025, and the Company received the closing payment in accordance with the wire instructions. The sale allowed the Company to divest its franchise restaurant operations and further focus on its agri-food operations. Please see Note 4 – Assets held for sale and Note 5 – Discontinued operations for further details.

Key Financial Definitions

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

	Three Months Ended March 31,
	2026			2025
	$’000			$’000
Commodity sales		—			132,168
Cost of goods sold		—			(126,156	)
Gross profit / (loss)		—			6,012
Depreciation and amortization expenses		—			(27	)
Stock-based expenses		(359	)		(1,428	)
Sales, general and administrative expenses		(2,166	)		(3,081	)
(Loss) / Income from operations		(2,525	)		1,476

EBITDA		(3,034	)		2,388
EBITDA attributable to Sadot Group Inc.		(3,034	)		2,506

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

Revenues

Our revenues have historically been derived from Commodity sales. Revenues from commodity sales have declined substantially since Q2 2025. We generated no commodity sales revenue in the first quarter of 2026 as we continue to evaluate and streamline our agri-food operations following the divestiture of our food services business and the adverse judgment regarding our Zambia farm operations. The business has experienced significant trading difficulties around capital to support new trades, disputes on settlement of existing trades and a number of legal disputes on historic trades. Following the financial performance during the third quarter of 2025, management of the Company began evaluating alternative business lines to address this situation. All options are being assessed. The management continues to focus on monetizing the current assets of Sadot Agri-Foods as efficiently as possible. It should be highlighted that the risk of future impairments on current assets is a possibility going forward. Impairments on assets of the Trading business cannot be excluded in the near future or in the long run.

Cost of Goods Sold

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

Depreciation and Amortization Expenses

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

Stock-Based Expenses

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

For the periods ended March 31, 2026 and 2025, $0.4 million and $1.4 million, respectively, are recorded as Stock-based expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive (Loss) / Income.

Sales, General and Administrative Expenses

Sales, general and administrative expenses include expenses associated with corporate and administrative functions that support our operations, including wages, benefits, travel expense, legal and professional fees, training, investor relations and other corporate costs. We incur incremental Sales, general and administrative expenses as a result of being a publicly listed company on the NASDAQ capital market.

Other (Expense) / Income

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

Loss on debt extinguishment

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

Income Tax Benefit / (Expense)

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

Net Income (Loss) Attributable to Non-controlling Interests

Net loss attributable to non-controlling interests was nil and $0.1 million for the periods ended March 31, 2026 and 2025, respectively. During the year ended December 31, 2023 the Company created a joint-venture in Zambia in which the Company has a 70% interest and the third-party equity ownership has a 30% Non-controlling interest. As described above, following the December 11, 2025 judgment by the High Court for Zambia, the Company lost possession, control, and ownership of the underlying farmland assets, which have been fully impaired. However, the Company retains a controlling interest in the Zambian entity, and therefore continues to consolidate the entity. The Company is appealing the judgment.

Non-GAAP Measures

EBITDA and EBITDA Margin are non-GAAP measures. We define EBITDA as Net loss, adjusted for depreciation, amortization, interest income / (expense), and income taxes. We believe that EBITDA and EBITDA Margin, (collectively, the “Non-GAAP Measures”) are useful metrics for investors to understand and evaluate our operating results and ongoing profitability because they permit investors to evaluate our recurring profitability from our ongoing operating activities.

EBITDA and EBITDA Margin, have certain limitations, and you should not consider them in isolation or as a substitute for analysis of our results of operations as reported under U.S. GAAP. We caution investors that amounts presented in accordance with our definitions of any of the Non-GAAP Measures may not be comparable to similar measures disclosed by other issuers, because some issuers calculate certain of the Non-GAAP Measures differently or not at all, limiting their usefulness as direct comparative measures.

Reconciliations of EBITDA and Other Non-GAAP Measures

The following table presents a reconciliation of EBITDA from the most comparable U.S. GAAP measure, Net income and the calculations of the Net income Margin and EBITDA Margin for the three months ended March 30, 2026 and 2025:

	Three Months Ended March 31,
	2026			2025
	$’000			$’000
Net (Loss) / Income		(4,868	)		820
Adjustments to EBITDA:
Depreciation and amortization expenses		—			27
Interest expense, net		1,834			1,541
Income tax expense		—			—
EBITDA		(3,034	)		2,388
EBITDA attributable to non-controlling interest		—			118
EBITDA attributable to Sadot Group Inc.		(3,034	)		2,506
Gross profit / (loss)		—			6,012
Gross profit / (loss) attributable to Sadot Group Inc.		—			6,130

Net income/ (loss) margin attributable to Sadot Group Inc.		N/A			0.6	%
EBITDA margin attributable to Sadot Group Inc.		N/A			1.9	%

Unaudited Condensed Consolidated Results of Operations - Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

The following table represents selected items in our Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive (Loss) / Income for the three months ended March 31, 2026 and 2025, respectively:

	Three Months Ended March 31,						Variance
	2026			2025			$			%
	$’000			$’000			$’000
Commodity sales		—			132,168			(132,168	)		(100.0	)%
Cost of goods sold		—			(126,156	)		126,156			(100.0	)%
Gross profit / (loss)		—			6,012			(6,012	)		(100.0	)%
Depreciation and amortization expenses		—			(27	)		27			(100.0	)%
Stock-based expenses		(359	)		(1,428	)		1,069			(74.9	)%
Sales, general and administrative expenses		(2,166	)		(3,081	)		915			(29.7	)%
(Loss) / Income from operations		(2,525	)		1,476			(4,001	)		(271.1	)%
Interest expense, net		(1,834	)		(1,541	)		(293	)		19.0	%
Loss on impairment		(93	)		—			(93	)		NM
Loss on litigation		(125	)		—			(125	)		NM
Loss on debt extinguishment		(262	)		—			(262	)		NM
Change in fair value of stock-based compensation		—			778			(778	)		(100.0	)%
(Loss) / Income for continuing operations before income tax		(4,839	)		713			(5,552	)		(778.7	)%
Income tax expense		—			—			—			NM
Net (Loss) / Income for continuing operations		(4,839	)		713			(5,552	)		(778.7	)%
Net (Loss) / Income for discontinued operations		(29	)		107			(136	)		(127.1	)%
Net loss attributable to non-controlling interest		—			118			(118	)		(100.0	)%
Net (Loss) / Income attributable to Sadot Group Inc.		(4,868	)		938			(5,806	)		(619.0	)%

NM= not meaningful

Gross Profit / (Loss)

	Three Months Ended March 31,					Variance
	2026		2025			$			%
	$’000		$’000			$’000
Commodity sales		—		132,168			(132,168	)		(100.0	)%
Cost of goods sold		—		(126,156	)		126,156			(100.0	)%
Gross profit / (loss)		—		6,012			(6,012	)		(100.0	)%
NM= not meaningful

Our gross (loss) profit totaled nil for the three months ended March 31, 2026, compared to $6.0 million profit for the three months ended March 31, 2025. The $6.0 million decrease is primarily attributed to a decrease in Commodity sales partially offset by a decrease in Cost of goods sold.

We generated Commodity sales of nil for the three months ended March 31, 2026, compared to $132.2 million for the three months ended March 31, 2025. This represented a decrease of $132.2 million. This decrease is due to Sadot Agri Foods being unable to enter into additional trades because of lack of working capital.

Cost of goods sold for the three months ended March 31, 2026, totaled nil compared to $126.2 million for the three months ended March 31, 2025. The $126.2 million or 100.0% change is a direct result of the decrease in sales.

Depreciation and Amortization Expenses

	Three Months Ended March 31,					Variance
	2026		2025			$			%
	$’000		$’000			$’000
Depreciation and amortization expenses		—		(27	)		(27	)		(100.0	)%

Depreciation and amortization expenses for the three months ended March 31, 2026, totaled nil compared to $27.0 thousand, for the three months ended March 31, 2025. The $27.0 thousand decrease is attributed to Farm related assets being fully depreciated in 2024 and the loss of the corporate office lease and furniture in Burleson.

Stock-Based Expenses

	Three Months Ended March 31,						Variance
	2026			2025			$		%
	$’000			$’000			$’000
Stock-based expenses		(359	)		(1,428	)		1,069		(74.9	)%

Stock-based expenses for the three months ended March 31, 2026, totaled $0.4 million compared to $1.4 million for the three months ended March 31, 2025. The decrease in Stock-based expenses is primarily the result of the termination of the service agreement with Aggia entered in November 2025.

Sales, General and Administrative Expenses

	Three Months Ended March 31,						Variance
	2026			2025			$		%
	$’000			$’000			$’000
Sales, general and administrative expenses		(2,166	)		(3,081	)		915		29.7	%

Sales, general and administrative expenses for the three months ended March 31, 2026, totaled $2.2 million compared to $3.1 million for the three months ended March 31, 2025. The $1.0 million decrease was primarily attributable to lower personnel-related costs resulting from a reduced staff count, as well as reduced operating and consulting expenses due to Sadot Agri-Foods being unable to enter into additional trades because of limited working capital availability.

Other Income / (Expense)

	Three Months Ended March 31,						Variance
	2026			2025			$			%
	$’000			$’000			$’000
Total other income / (expense), net		(2,314	)		(763	)		(1,551	)		203.3	%

Other income for the three months ended March 31, 2026, totaled $2.3 million expense compared to $0.8 million expense for the three months ended March 31, 2025. The other income was primarily attributable to the recognition of impairment of assets of $0.1 million, loss on litigation of $0.1 million, loss on debt extinguishment of $0.3 million, all of which were not present in the prior year, partially offset by a $0.3 million increase in Interest expense, net and $0.8 million decrease in change in fair value of stock-based compensation due to termination of agreement with Aggia.

Liquidity and Capital Resources

As of March 31, 2026, we had a working capital deficit of $57.8 million (an increase of $3.0 million from $54.8 million at December 31, 2025) and cash of $0.68 million. Current liabilities significantly exceed current assets, driven primarily by $49.0 million in accounts payable and accrued expenses and $11.1 million in notes payable (net of discount).

Substantially all of our outstanding debt obligations matured on December 31, 2025 and remain unpaid, placing us in default. These defaults, together with the working-capital deficit, raise substantial doubt about our ability to continue as a going concern within one year after the date these financial statements are issued. See Note 2 to the condensed consolidated financial statements for additional information.

On May 5, 2026, we received a notice from Nasdaq indicating that we no longer satisfy the minimum shareholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). We intend to submit a compliance plan within the required 45-day period and are evaluating strategic options to regain compliance.

Working Capital

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

	As of
	March 31, 2026			December 31, 2025
	$’000			$’000
Cash		679			653
Accounts Receivable, net		—			383
Other current assets⁽¹⁾		1,697			1,721
Total current assets		2,376			2,757
Accounts payable and accrued expenses		48,961			47,335
Notes payable, net		11,072			10,196
Other current liabilities⁽²⁾		94			27
Total current liabilities		60,127			57,558
Working capital⁽³⁾		(57,751	)		(54,801	)
Current ratio⁽⁴⁾		0.04			0.05

(1) Consists of VAT, prepaid expenses, and current notes receivable.

(2) Consists of Operating lease liability and other current liabilities

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

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

Availability of Additional Funds

Our main financial objectives are to prudently manage financial risk, ensure access to liquidity and minimize cost of capital in order to efficiently finance our business and maintain balance sheet strength. We generally finance our ongoing operations with cash flows generated from operations, borrowings under various credit facilities and term loans.

At March 31, 2026, current ratio, which equals Total current assets divided by Total current liabilities, was 0.04, a decrease of 0.01, compared to current ratio of 0.05 at December 31, 2025. At March 31, 2026, working capital (deficit), which equals Total current assets less Total current liabilities, was $(57.8) million, an increase of $3.0 million, compared to working capital deficit of $(54.8) million at December 31, 2025. The decrease in current ratio and working capital was primarily due to an increase in accounts payable, a decrease in net accounts receivable due to large allowances, partially offset by a decrease in other current asset and an increase in other current liabilities.

While the Company maintains a base of current assets, including inventories and receivables, the timing and certainty of converting these assets into cash has presented operational challenges and led the business to increase borrowing to cover collection delays. During the three months ended March 31, 2026 the company increased its net borrowing by $0.9 million.

The Company is currently experiencing delays in converting receivables into cash, which has impacted the timing of available liquidity. Management continues to actively manage collections, review credit facilities, and negotiate repayment arrangements with certain creditors to support liquidity requirements.

The Company is required to obtain additional financing—whether through borrowings, private placements, public offerings, or strategic transactions such as mergers or asset sales. There can be no assurance that such efforts will be successful. Failure to obtain adequate funding could require us to sell one or more business lines or assets, enter into a business combination, or reduce or cease operations. Any such transactions, to the extent available, could result in significant dilution to existing shareholders or the loss of their investment in our Company.

We will need to raise additional capital. Such additional capital may not be available nor may the terms of such capital be generally acceptable. In addition, any future sale of our equity securities could dilute the ownership and control of your shares and could be at prices substantially below prices at which our shares currently trade. We may seek to increase our cash reserves through the sale of additional equity or debt securities. The sale of convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity. In addition, our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. Any failure to raise additional funds on favorable terms could have a material adverse effect on our liquidity and financial condition.

Management has performed a going concern assessment covering a period of twelve months from the issuance date of these condensed consolidated financial statements. While there is no assurance that existing borrowings and the equity line of credit will provide sufficient funding to support operations for the full assessment period, management believes it remains appropriate to prepare the financial statements on a going-concern basis. Management believes the actions described above, if successfully executed, will provide sufficient liquidity to meet obligations as they become due. However, there can be no assurance that such plans will be realized or that additional financing will be available on acceptable terms. Accordingly, substantial doubt exists about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued.

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

Helena Purchase Agreement Impact on Liquidity

The September 23, 2025 Helena Purchase Agreement provides potential access to up to $10 million but carries material cash obligations: $100,000 liquidated damages per 30-day period if the $2 million Threshold Amount is not met within six months of registration effectiveness, plus 2.0% monthly penalties for registration delays. These cash payments, combined with the Company’s negative working capital ($(6,982) thousand as of December 31, 2025 and debt maturities, increase liquidity pressure. The registration statement was initially filed but subsequently withdrawn. The original filing deadline was October 8, with the Form S-1 ultimately filed on November 14 and an effectiveness deadline of December 23. As a result of not meeting the required timelines, a penalty equal to 2% of the commitment amount was incurred, payable on the date of the triggering event and continuing on a monthly basis thereafter. As of March 31, 2026, the Company has accrued approximately $1.2 million related to these penalties, which is included in accrued expenses.

Settlement Agreement Impact on Capital Resources

On November 20, 2025, the Company entered into a settlement agreement with Aggia LLC FZ that requires a cash payment of $75,000 and the issuance of 1,050,000 shares of common stock. The Company has issued 257,000 shares to date, with the remaining 793,000 shares subject to shareholder approval under Nasdaq Rule 5635(d). As of December 31, 2025, the Company has accrued a liability for the remaining 793,000 shares within accrued expenses. The settlement also resulted in the cancellation of outstanding promissory notes previously issued to Aggia. From a liquidity perspective, the settlement required a modest cash outflow of $75,000, with no additional contractual cash obligations, and therefore does not represent a significant ongoing use of cash resources. However, the settlement impacts capital resources by reducing outstanding debt obligations through the cancellation of the promissory notes and increasing reliance on equity-based financing. The issuance of the remaining shares will result in dilution to existing shareholders and may impact the Company’s ability to raise additional equity capital. Subsequent to March 31, 2026, the Company received shareholder approval for the issuance of the remaining 793,000 shares, satisfying the approval requirement under Nasdaq Rule 5635(d).

Sources and Uses of Cash for the Three Months Ended March 31, 2026 and 2025

For the three months ended March 31, 2026, Net cash used in operating activities from continuing operation was $0.8 million compared to $3.0 million provided by operating activities for the three months ended March 31, 2025. Net cash used in operating activities from discontinued operations was nil and Net cash provided by operating activities from discontinued operations was $8.0 thousand, respectively, for the three months ended March 31, 2026 and 2025. Our Net cash used for the three months ended March 31, 2026, was primarily attributable to our Net loss of $4.9 million, adjusted for net non-cash income in the aggregate amount of $0.8 million and $3.3 million of Net cash used by changes in the levels of operating assets and liabilities. Our Net cash provided for the three months ended March 31, 2025, was primarily attributable to our Net income of $0.8 million, adjusted for net non-cash income in the aggregate amount of $19.8 million and $23.6 million of Net cash used in changes in the levels of operating assets and liabilities.

For the three months ended March 31, 2026 and 2025, Net cash used in investing activities was nil. Net cash provided by investing activities from discontinued operations for the three months ended March 31, 2026 and 2025 was nil and $1.0 million.

For the three months ended March 31, 2026, Net cash provided by financing activities from continuing operations was $0.8 million, consisting of proceeds from notes payable of $1.0 million, partially offset by repayments of various other notes payable of $0.2 million. Net cash used in financing activities from discontinued operations was nil and $20.0 thousand, respectively, for the three months ended March 31, 2026 and 2025. For the three months ended March 31, 2025, Net cash used in financing activities was $3.1 million, consisting of repayments of various other notes payable of $1.5 million partially offset by $4.6 million of proceeds from notes payable.

Critical Accounting Policies and Estimates

We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of the condensed consolidated financial statements in accordance with U.S. GAAP requires management to apply estimates, judgments and assumptions that affect the amounts reported in the financial statements and accompanying notes. Estimates that involve a higher degree of judgment include, among others, the determination of allowance on accounts receivable, assessment of impairment of assets, and provisions related to legal proceedings. Management evaluates these estimates on an ongoing basis and updates them as circumstances evolve. Actual results could differ from those estimates, and such differences may be material.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, which focuses on income tax disclosures by requiring public business entities, on an annual basis, to disclose specific categories in the rate reconciliation, provide information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid. The standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The adoption of this guidance on January 1, 2025 did not have a material impact on its condensed consolidated financial statements and related disclosures.

Seasonality

There is a degree of seasonality in the growing cycles, procurement and transportation of crops. The farming industry historically experiences seasonal fluctuations in revenues and net income. Typically, the Company has lower sales and net income during the non-harvest seasons and higher sales and net income during the harvest season and as such, must have sufficient working capital to fund its operations at a reduced level. Failure to generate or obtain sufficient working capital during the winter may have a material adverse effect on the Company.

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Changes in Internal Control over Financial Reporting

Our Company has added and will continue to add additional internal control procedures, additional resources and software to increase the internal control aspects of the company as we integrate our Sadot subsidiary into the overall business. However, these changes have not yet fully remediated the material weakness identified above.

Other than the above changes, there were no other changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, we determined that certain material weaknesses in our internal controls over financial reporting existed as of December 31, 2025. Those material weaknesses are described below and are in process of being remediated.

We maintain disclosure controls and procedures to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), to allow timely decisions regarding required disclosures.

After evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), our CEO and CFO have concluded that these disclosure controls and procedures were not effective as of March 31, 2026.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness was identified as of December 31, 2025 and continues to exist as of March 31, 2026: We identified a material weakness arising from insufficient staffing and limited financial and accounting resources. This resource constraint resulted in inadequate segregation of duties, insufficient review and oversight of complex accounting matters, and challenges in the timely preparation and review of financial information.

PART II - OTHER INFORMATION

Item 1. 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.

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. was not a party to the underlying contract and that Sadot Latam LLC performed its obligations. . A further final round of submissions was allowed by the Tribunal, the final of which will be made in May 2026 by the Claimant. The Company believes it has meritorious defenses, including jurisdictional grounds for dismissal of the claim against Sadot Group Inc., but the outcome of arbitration proceedings is inherently uncertain and cannot be predicted. Based on the assessment of the Company’s legal counsel, a loss is reasonably possible but not probable, and the amount or range of potential loss cannot be reasonably estimated at this time. Accordingly, no contingent liability has been accrued in accordance with ASC 450 as of March 31, 2026.

The Andersons, Inc. v Sadot LLC. 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. In February 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 time. Accordingly, no contingent liability has been accrued under ASC 450 as of March 31, 2026.

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.

On February 18, 2026, Lisiten Associates Inc. filed 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.

The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements after consulting legal counsel.

Item 1.A. Risk Factors

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. 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.

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. 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 at all.

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. This could lead to further erosion of our market position, loss of key customers and partners, regulatory scrutiny, or even insolvency. Moreover, our dependence on global markets exposes us to ongoing risks from external factors, including volatile commodity prices, changes in international trade policies, environmental regulations, and disruptions from events like pandemics, natural disasters, or political instability in key regions where we operate or source materials.

There can be no assurance that we will successfully overcome these operational issues or resume revenue-generating activities. Failure to do so could result in a material adverse effect on our financial condition, stock price, and ability to continue as a going concern, potentially leading to delisting from Nasdaq or other exchanges, reduced access to capital, and diminished investor confidence.

We will need additional capital to fund our operations, which, if obtained, could result in substantial dilution or significant debt service obligations. We may not be able to obtain additional capital on commercially reasonable terms, which could adversely affect our liquidity and financial position.

In order to continue operating, we need to obtain additional financing, either through borrowings, private placements, public offerings, or some type of business combination, such as a merger or buyout, and there can be no assurance that we will be successful in such pursuits. We may be unable to acquire the additional funding necessary to continue operating. Accordingly, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may be necessary for us to sell one or more lines of business or all or a portion of our assets, enter into a business combination, or reduce or eliminate operations. These possibilities, to the extent available, may be on terms that result in significant dilution to our shareholders or that result in our shareholders losing all of their investment in our Company.

We require significant capital in relation to our Sadot operations, including continuing access to credit markets, to operate our current business and fund our growth strategy. 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 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 trade. The Company 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. 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. 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. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Item 7.A. Quantitative and Qualitative Disclosures About Market Risk” for more information.

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

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

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

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and inclusion mandates;

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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;

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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;

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

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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;

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inadequate infrastructure and logistics challenges;

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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;

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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;

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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;

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

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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. 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. governmental authorities in numerous areas including: accounting and income taxes, anti-corruption, anti-bribery, global trade, trade sanctions, environmental, product safety, and handling and production of regulated substances. Our Company might face challenges from U.S. and foreign tax authorities regarding the amount of taxes due including questions regarding the timing, amount of deductions, the allocation of income among various tax jurisdictions and further risks related to changing tax laws domestically and globally. Any failure to comply with applicable laws and regulations or appropriately resolve these challenges could subject our Company to administrative, civil, and criminal remedies, including fines, penalties, disgorgement, injunctions, and recalls of its products and damage to its reputation.

Government policies, mandates, and regulations specifically affecting the agricultural sector and related industries; regulatory policies or matters that affect a variety of businesses; taxation polices; and political instability could adversely affect our Company’s operating results.

Agricultural production and trade flows are subject to government policies, mandates, regulations and trade agreements, including taxes, tariffs, duties, subsidies, incentives, foreign exchange rates and import and export restrictions, including policies related to genetically modified organisms, traceability standards, sustainable practices, product safety and labeling, renewable fuels, and low carbon fuel mandates. These policies can influence the planting of certain crops; the location and size of crop production; whether unprocessed or processed commodity products are traded; the volume and types of imports and exports; the availability and competitiveness of feedstocks as raw materials; the viability and volume of production of certain of our products; and industry profitability. International trade regulations can adversely affect agricultural commodity trade flows by limiting or disrupting trade between countries or regions. Regulations of financial markets and instruments, including the Dodd-Frank Act, Consumer Protection Act, and the European Market Infrastructure Regulation, create uncertainty and may lead to additional risks and costs, and could adversely affect our futures commission merchant business and our agricultural commodity risk management practices. Future government policies may adversely affect the supply of, demand for, and prices of our products; adversely affect our ability to deploy adequate hedging programs; 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; reduced protection of intellectual property rights; changes in the regulatory or legal environment; restrictions on currency exchange activities; currency exchange fluctuations; burdensome taxes and tariffs; 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 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 States. The U.S. Foreign Corrupt Practices Act, and other similar anti-bribery and anti-kickback laws and regulations, generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. We cannot assure you that we will be successful in preventing our franchisees or other agents from taking actions in violation of these laws or regulations. Such violations, or allegations of such violations, could disrupt our business and result in a material adverse effect on our financial condition, results of operations and cash flows.

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

The availability and prices of agricultural commodities are subject to wide fluctuations, including impacts from factors outside our control, such as changes in weather conditions, climate change, rising sea levels, crop disease, plantings, government programs and policies, competition and changes in global demand, which could adversely affect our operating results. Our Company uses a global network of procurement, processing, as well as robust communications between global commodity merchandiser teams, to continually assess price and basis opportunities. Management-established limits (including a corporate wide value-at-risk metric), with robust internal reporting, help to manage risks in pursuit of driving performance. Additionally, we depend globally on agricultural producers to ensure an adequate supply of agricultural commodities.

Reduced supply of agricultural commodities could adversely affect our profitability by increasing the cost of raw materials and/or limiting our ability to procure, transport, store, process, and merchandise agricultural commodities in an efficient manner. High and volatile commodity prices can place more pressures on short-term working capital funding. Conversely, if supplies are abundant and crop production globally outpaces demand for more than one or two crop cycles, price volatility is somewhat diminished. This could result in reduced operating results due to the lack of supply chain dislocations and reduced market spread and basis opportunities.

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

We are required to carry significant amounts of inventory across all of our businesses. If a substantial portion of our inventory becomes damaged or obsolete, its value would decrease, and have an adverse impact on the Company’s financial results.

We are exposed to the risk of a decrease in the value of our inventories due to a variety of circumstances in all of our businesses. For example, within our Sadot Agri-Foods business, there is the risk that the quality of our inventory could deteriorate due to damage, moisture, insects, disease or foreign material. If the quality of our inventory were to deteriorate below an acceptable level, the value of our inventory could decrease significantly. In our Sadot farming operations business, planted acreage, and consequently the volume of fertilizer and crop protection products applied, is partially dependent upon government programs and the producer’s perception of demand. Technological advances in agriculture, such as genetically engineered seeds that resist disease and insects, or that meet certain nutritional requirements, could also affect the demand for our crop nutrients and crop protection products. Either of these factors could render some of our inventory obsolete or reduce its value.

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

We have increased our international supply chain operations and exposure. With the increased international presence comes additional country risk through trade flows around the globe with direct exposure to the counterparty, via contract mark-to-market exposure, unsecured accounts receivable or inventory in the country. In certain areas in which we trade (both origination and destination) country risk is more prevalent given the country’s political and/or economic situations. The addition of purchases and sales of grain in vessel sized quantities to support the Sadot Agri-Foods business including farming operations increases the size and potential severity of our country risk. Additionally, there could be a rapid increase in interest rates creating difficulty for our counterparties to access U.S. 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. 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. During times of reduced market demand, we may suspend or reduce production at some of our facilities. The extent to which we efficiently manage available capacity at our facilities will affect our profitability.

Our Company may fail to realize the benefits of or experience delays in the execution of its growth strategy, which encompasses organic and inorganic initiatives, including those outside the U.S. 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. 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. Additionally, acquisitions may involve integration risks such as: internal control effectiveness, system integration risks, the risk of impairment charges related to goodwill and other intangibles, ability to retain acquired employees and other unanticipated risks.

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

Our growth plan 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. A material liability associated with an acquisition could adversely affect our reputation and results of operations and reduce the benefits of the acquisition. Additionally, acquisitions involve other risks, such as differing levels of management and internal control effectiveness at the acquired entities, systems integration risks, the risk of impairment charges relating to goodwill and intangible assets recorded in connection with acquisitions, the risk of significant accounting charges and expenses resulting from the completion and integration of a sizable acquisition, the need to fund increased capital expenditures and working capital requirements, our ability to retain and motivate employees of acquired entities, compliance and reputational risks and other unanticipated problems and liabilities. Although the Company does not currently carry material goodwill or intangible assets on its balance sheet, this risk factor is relevant to the extent the Company completes future acquisitions that give rise to such assets.

Divestitures may also expose us to potential liabilities or claims for indemnification, as we may be required to retain certain liabilities or indemnify buyers for certain matters, including legal, environmental, or litigation matters associated with the assets or businesses that we sell. The magnitude of any such retained liability or indemnification obligation may be difficult to quantify at the time of the transaction and its cost to us could ultimately exceed the proceeds we receive for the divested assets or businesses. Divestitures also have other inherent risks, including possible delays in closing transactions (including potential difficulties in obtaining regulatory approvals), the risk of lower-than-expected sales proceeds for the divested businesses and unexpected costs or other difficulties associated with the separation of the businesses to be sold from our information technology systems and other management processes, including the loss of key personnel. Further, expected cost savings or other anticipated efficiencies or benefits from divestitures may also be difficult to achieve or maximize.

Additionally, we 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 in Sadot Agri-Foods operations. If we are unable to compete effectively with these companies, our sales and profit margins would decrease, and our earnings and cash flows would be adversely affected.

The markets for our products in the Sadot Agri-Foods operations is highly competitive. Our competitors are significantly larger, compete in wider markets, have greater purchasing power, and have considerably larger financial resources. Competitive pressures could affect the price of, and customer demand for, our products, thereby negatively impacting our profit margins and resulting in a loss of market share.

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

We have registered Sadot^® as trademarks or service marks with the United States Patent and Trademark Office. In addition, the Sadot logos, website name and addresses (www.sadotgroupinc.com) and Facebook, Instagram, Linkedin, Twitter and other social media and internet accounts are our intellectual property. The success of our business strategy depends on our continued ability to use our existing trademarks and service marks. If our efforts to protect our intellectual property are not adequate, or if any third-party misappropriates or infringes on our intellectual property, whether in print, on the Internet or through other media, the value of our brands may be harmed, which could have a material adverse effect on our business, including the failure of our brands and branded products to achieve and maintain market acceptance. There can be no assurance that all of the steps we have taken to protect our intellectual property in the United States and in foreign countries will be adequate. 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 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 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 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.

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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.

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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. 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. We are also exposed to the risk of insider threat attacks. New technology that could result in greater operational efficiency may further expose our computer systems to the risk of cyberattacks.

In addition, the risk of cybersecurity incidents, including cyberattacks against the Ukrainian government and other countries in the region, has increased in connection with the ongoing Ukraine-Russia war, driven by justifications such as retaliation for the sanctions imposed in conjunction with the war, or in response to certain companies’ continued operations in Russia. It is possible that these attacks could have collateral effects on additional critical infrastructure and financial institutions globally. While we no longer have operations in Russia, we do have operations in the region that, along with our operations globally, could be adversely affected by these attacks, including cyber-based attacks against our information technology systems, or be at risk to collateral effects of such attacks. While we have taken actions to mitigate such potential risks, the proliferation of malware from the war into systems unrelated to the war, or cyberattacks against U.S. companies in retaliation for U.S. sanctions against Russia, or U.S. support of Ukraine, could also adversely affect our operations.

We have implemented security policies, training programs, measures and disaster recovery plans designed to prevent, detect and mitigate cyber-based attacks, and to protect the security and continuity of our networks and critical systems. These measures may not adequately prevent adverse events such as breaches or failures from occurring, or mitigate their severity if they do occur.

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

We are also subject to a variety of laws and regulations regarding data privacy, data protection, and data security, including laws related to the collection, storage, handling, use, disclosure, transfer, and security of personal information. Data privacy regulations continue to evolve, and non-compliance with such regulations, including as a result of adoption of emerging technologies, such as artificial intelligence, could subject the Company to legal claims or proceedings, potential regulatory fines and penalties and damage to our reputation. These factors may adversely impact our business, results of operations, and financial condition, as well as our competitive position.

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

Our global operations 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. These laws include employee classifications as exempt or non-exempt, minimum wage requirements, unemployment tax rates, workers’ compensation rates, citizenship requirements and other wage and benefit requirements for employees classified as non-exempt. Significant additional government regulations and new laws, including mandating increases in minimum wages, changes in exempt and non-exempt status, or mandated benefits such as health insurance could materially affect our business, financial condition, operating results or cash flow. Furthermore, if our or our franchisees’ employees unionize, it could materially affect our business, financial condition, operating results or cash flow.

We are also subject in the ordinary course of business to employee claims against us based, among other things, on discrimination, harassment, wrongful termination or violation of wage and labor laws. Such claims could also be asserted against us by employees of our franchisees. Moreover, claims asserted against franchisees may at times be made against us as a franchisor. These claims may divert our financial and management resources that would otherwise be used to benefit our operations. The ongoing expense of any resulting lawsuits, and any substantial settlement payment or damage award against us, could adversely affect our business, brand image, employee recruitment, financial condition, operating results or cash flows.

In addition, various states in which we operate are considering or have already adopted new immigration laws or enforcement programs, and the United States Congress and Department of Homeland Security from time to time consider and may implement changes to federal immigration laws, regulations or enforcement programs as well. Some of these changes may increase our obligations for compliance and oversight, which could subject us to additional costs and make our hiring process more cumbersome or reduce the availability of potential employees. Although we require all workers to provide us with government-specified documentation evidencing their employment eligibility, some of our employees may, without our knowledge, be unauthorized workers. Unauthorized workers are subject to deportation and may subject us to fines or penalties, and if any of our workers are found to be unauthorized, we could experience adverse publicity that negatively impacts our brand and may make it more difficult to hire and keep qualified employees. Termination of a significant number of employees who were unauthorized employees may disrupt our operations, cause temporary increases in our labor costs as we train new employees and result in additional adverse publicity. We could also become subject to fines, penalties and other costs related to claims that we did not fully comply with all recordkeeping obligations of federal and state immigration compliance laws. 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.

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. 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 percentages.

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:

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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; or

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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; or

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in the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero, had annual revenues of less than $100 million during the most recently completed fiscal year for which audited financial statements are available.

As a smaller reporting company, we will not be required and may not include a Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of financial statements; and we need not provide the table of selected financial data. We also will have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies which could make our Common Stock less attractive to potential investors, which could make it more difficult for our 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. 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. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a shareholder’s ability to resell shares of our Common Stock.

Our stock price may be volatile.

The market price of our Common Stock has been highly volatile and could fluctuate widely in price in response to various potential factors, many of which will be beyond our control, including the following:

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services by us or our competitors;

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additions or departures of key personnel;

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our ability to execute our business plan;

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operating results that fall below expectations;

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loss of any strategic relationship;

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industry developments;

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economic and other external factors; and

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period-to-period fluctuations in our financial results.

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline.

The trading market for our common stock will, to some extent, 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. 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:

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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.

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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; (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (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 provisions:

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prohibit shareholders action to elect or remove directors by majority written consent;

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provide that the board of directors is expressly authorized to make, alter or repeal our bylaws;

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prohibit our shareholders from calling a special meeting of shareholders; and

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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. (“Helena”), 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.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuance of Stock

Three Months Ended March 31,

Number of customers

Commodities

Commodities

% of sales