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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): March 11, 2025
Commission File Number 001-39223
SADOT GROUP INC.
(Exact name of small business issuer as specified in its charter)
Nevada
47-2555533
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
295 E. Renfro Street, Suite 209, Burleson, Texas 76028
(Address of principal executive offices)
(832) 604-9568
(Issuer’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.0001 par value
SDOT
The Nasdaq Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐


Item 2.02 Results of Operations and Financial Condition.
On March 11, 2025, Sadot Group, Inc. (the “Company”) issued a press release regarding its financial results for the year ended December 31, 2024. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d)Index of Exhibits
Exhibit No. Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SADOT GROUP INC.
By: /s/ Catia Jorge
Name: Catia Jorge
Title: Chief Executive Officer
Date: March 11, 2025

EX-99.1 2 ex-991earningsrelease123124.htm EX-99.1 Document

Exhibit 99.1
newlogo_final.jpg
Sadot Group Inc. Reports Fourth Quarter and Full Year 2024 Results
Q4 Net Income increases to $0.7 million and EBITDA rises to $2.2 million
Company delivers FY 2024 Net Income of $4.0 million while reaching $8.9 million of EBITDA
Burleson, Texas, March 11, 2025 (ACCESS Newswire) – Sadot Group Inc. (Nasdaq: SDOT) (the “Sadot Group” or the “Company”), an emerging player in the global food supply chain sector, today announced that it disclosed its full year results for the period ending December 31, 2024. Chief Executive Officer, Catia Jorge and Chief Financial Officer, Jennifer Black will host a conference call at 11:00 am Eastern Daylight Time on March 12, 2025, to discuss the results. All interested parties are invited to join this call. The full year financial statements ended December 31, 2024, are available on the “Investors” section of the Company's website (www.sadotgroupinc.com/sec-filings) and can also be found on www.sec.gov.
Financial highlights for the fourth quarter ended December 31, 2024:
•Net income of $0.7 million, compared to a $1.9 million loss in the prior year period
•EBITDA of $2.2 million versus a loss of $2.0 million in the prior year period
•Consolidated revenue of $216.2 million
Financial highlights for the year ended December 31, 2024:
•Net income of $4.0 million, a significant improvement from the $7.8 million loss in the prior year
•EBITDA of $8.9 million compared to a loss of $6.2 million in the prior year
•Consolidated revenue of $700.9 million
•Dilutive EPS of $0.86 compared to a diluted EPS loss of $2.24 in 2023

The Company reported a significant financial turnaround, marking its first-ever yearly positive net income, a milestone that underscores its strategic pivot into the global food supply chain sector.

"We believe our financial and operational performance in 2024 is a clear indication that our strategy is working," said Catia Jorge, Chief Executive Officer of Sadot Group. "We are committed to continuing our growth trajectory and exploring new opportunities with the goal of further enhancing our value proposition and market position."
Strategic and Operational Highlights - Full Year 2024
•Company reported its first ever full year positive net income in the history of the company, further cementing the strategy to evolve into the global food supply chain sector
•Catia Jorge was appointed CEO to lead Sadot Group’s next phase of growth, bringing extensive agri-commodity experience from Cargill and Olam, a proven track record in global supply chain management, and strong leadership with strategic vision
•Continued expansion of the senior leadership team by adding Claudio Torres, an industry leader from Monsanto and Syngenta Seeds to the Board of Directors
•Launched Sadot Canada operations
•Completed 144 transactions of over 1.7 million metric tons of agri-commodities throughout 33 different countries during 2024
•Converted or closed all company owned and operated locations into franchise owned locations, resulting in operational savings as well as better positioning the restaurants for divestiture. Continuing due diligence with multiple parties for Pokémoto and Muscle Maker Grill


•Entered pet food ingredient market
"We are incredibly proud of Sadot Group's achievements in 2024, highlighted by our transition to positive net income and significant improvements across key financial metrics," said Catia Jorge, Chief Executive Officer of Sadot Group "Our team’s dedication and strategic focus have positioned us for sustainable growth in the global food supply chain sector. As we move into 2025, we are excited to build on this momentum, driving further efficiencies and expanding our market presence striving for delivering continued value for our shareholders."

Webcast Details:
Date: March 12, 2025
Time: 11:00 AM EDT / 8:00 AM PDT
To register, please use the link below: 

https://www.webcaster4.com/Webcast/Page/3084/52157

All numbers disclosed are the amounts attributable to Sadot Group Inc. and exclude the portion related to the non-controlling interests. All share-based numbers are split adjusted.

About Sadot Group Inc.

Sadot Group Inc. has rapidly established itself as an emerging player in the global food supply chain. Sadot Group provides innovative and sustainable supply chain solutions that address the world's growing food security challenges.

Sadot Group currently operates within key verticals of the global food supply chain including global agri-commodity origination and trading operations for food/feed products such as soybean meal, wheat and corn, and farm operations producing grains and tree crops in Southern Africa.

Sadot Group connects producers and consumers across the globe, sourcing agri-commodity products from producing geographies such as the Americas, Africa and the Black Sea and delivering to markets in Southeast Asia, China and the Middle East/North Africa region.

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. For more information, please visit www.sadotgroupinc.com.


Sadot Group, Inc.
Consolidated Balance Sheets
December 31, 2024 December 31, 2023
$’000 $’000
ASSETS
Current assets:
Cash 1,786  1,354 
Accounts receivable, net of allowance for doubtful accounts of $0.1 million and $0.2 million as of December 31, 2024 and 2023, respectively
 18,014  52,920 
Inventory 717  2,561 
Assets held for sale 5,196  — 
Other current assets 126,966  56,016 
Total current assets 152,679  112,851 
Property and equipment, net 11,820  12,883 
Goodwill —  1,798 
Intangible assets, net —  2,833 
Other non-current assets 155  47,726 
Total assets 164,654  178,091 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses 28,019  50,167 
Notes payable, current, net of discount of $0.9 million and $0.2 million as of December 31, 2024 and 2023, respectively
 7,390  6,531 
Deferred revenue, current 2,251  1,229 
Liabilities held for sale 2,333  — 
Other current liabilities 92,177  46,655 
Total current liabilities 132,170  104,582 
Notes payable, non-current —  622 
Deferred revenue, non-current —  1,555 
Other non-current liabilities 111  47,075 
Total liabilities 132,281  153,834 
Equity:
Common stock, $0.0001 par value, 20,000,000 shares authorized, 5,225,147 and 4,046,472 shares issued and outstanding as of December 31, 2024, and 2023, respectively
 1  — 
Additional paid-in capital 112,406  107,992 
Accumulated deficit (83,187) (87,179)
Accumulated other comprehensive income / (loss) (27) 8 
Total Sadot Group Inc. shareholders' equity 29,193  20,821 
Non-controlling interest 3,180  3,436 
Total equity 32,373  24,257 
Total liabilities and equity 164,654  178,091 


Sadot Group, Inc.
Consolidated Statement of Operations and Other Comprehensive Income / (Loss)
For the Years Ended December 31,
2024 2023
$’000 $’000
Commodity sales 700,937  717,506 
Cost of goods sold (695,821) (707,871)
Gross profit 5,116  9,635 
Depreciation and amortization expenses (259) (1,143)
Pre-opening expenses —  (336)
Stock-based expenses (6,662) (6,192)
Sales, general and administrative expenses (9,659) (8,968)
Loss from continuing operations (11,464) (7,004)
Other income —  308 
Interest expense, net (4,649) (468)
Change in fair value of stock-based compensation 4,116  1,339 
Warrant modification expense —  (958)
Gain on fair value remeasurement 17,111  1,491 
Gain on sale of trading securities 518  — 
Income / (loss) for continuing operations before income tax 5,632  (5,292)
Income tax (expense) benefit (3) 15 
Net income / (loss) for continuing operations 5,629  (5,277)
Discontinued Operations:
Loss from discontinued operations, net of income taxes (1,893) (2,765)
Net loss for discontinued operations (1,893) (2,765)
Net income / (loss) 3,736  (8,042)
Net loss attributable to non-controlling interest 256  218 
Net income / (loss) attributable to Sadot Group Inc. 3,992  (7,824)
Net income / (loss) from continuing operations per share attributable to Sadot Group Inc.:
Basic 1.28  (1.45)
Diluted 1.26  (1.45)
Net loss from discontinued operations per share attributable to Sadot Group Inc.:
Basic (0.41) (0.79)
Diluted (0.41) (0.79)
Weighted-average number of common shares outstanding:
Basic 4,583,389  3,494,056 
Diluted 4,665,689  3,494,056 


Sadot Group, Inc.
Consolidated Statement of Operations and Other Comprehensive Income / (Loss) (Continued)
For the Years Ended December 31,
2024 2023
$’000 $’000
Net income / (loss) 3,736  (8,042)
Other comprehensive income / (loss)
Foreign exchange translation adjustment 20  2 
Unrealized gain / (loss), net of income tax (55) 6 
Total other comprehensive income / (loss) (35) 8 
Total comprehensive income / (loss) 3,701  (8,034)
Comprehensive loss attributable to non-controlling interest 256  218 
Total comprehensive income / (loss) attributable to Sadot Group Inc. 3,957  (7,816)


Sadot Group, Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31,
2024 2023
$’000 $’000
Cash Flows from Operating Activities
Net income / (loss) 3,736  (8,042)
Adjustments to reconcile net income / (loss) to net cash used in operating activities:
Depreciation and amortization expenses 258  1,143 
Gain / (loss) on fair value remeasurement (17,111) (1,491)
Stock-based expenses 6,662  6,192 
Change in fair value of stock-based compensation (4,116) (1,339)
Warrant modification expense —  958 
Unrealized gain / (loss), net of income tax (55) 6 
Foreign exchange translation adjustment 20  2 
Bad debt expense 341  81 
Changes in operating assets and liabilities:
Accounts receivable, net 34,483  (52,879)
Inventory 1,639  (2,355)
Operating right to use assets and lease liabilities, net 2  — 
Other current assets (53,944) (52,593)
Other non-current assets 46,323  (44,144)
Accounts payable and accrued expenses (21,884) 48,709 
Other current liabilities 46,095  44,543 
Other non-current liabilities (46,048) 46,048 
Deferred revenue 824  1,426 
Total adjustments (6,511) (5,693)
Net cash used in operating activities (2,775) (13,735)
Net cash (used in) / provided by operating activities - discontinued operations (450) 96 
Cash Flows from Investing Activities
Investment from non-controlling interest —  3,654 
Purchases of property and equipment (37) (7,278)
Disposal of property and equipment 33  25 
Net cash used in investing activities (4) (3,599)
Net cash provided by investing activities - discontinued operations 1,017  136 
Cash Flows from Financing Activities
Proceeds from notes payable 11,051  12,141 
Repayments of notes payables (8,270) (5,670)
Proceeds from exercise of warrants —  2,153 
Net cash provided by financing activities 2,781  8,624 
Net cash used in financing activities - discontinued operations (137) (66)
Net Change in Cash 432  (8,544)
Cash – beginning of period 1,354  9,898 
Cash – end of period 1,786  1,354 


Reconciliations of EBITDA, Adjusted EBITDA and Other 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.
The following table presents a reconciliation of EBITDA from the most comparable U.S. GAAP measure, Net loss, and the calculations of the Net loss margin and Adjusted EBITDA Margin for the year ended December 31, 2024 and 2023:
For the Years Ended December 31,
2024 2023
$’000 $’000
Net income / (loss) 3,736  (8,042)
Adjustments to EBITDA:
Depreciation and amortization expenses 259  1,143 
Interest expense, net 4,649  468 
Income tax (benefit) / expense 3  (15)
EBITDA 8,647  (6,446)
 EBITDA attributable to non-controlling interest 256  218 
EBITDA attributable to Sadot Group Inc. 8,903  (6,228)
Gross Profit 5,116  9,635 
Gross Profit attributable to Sadot Group Inc. 5,372  9,853 
Net income / (loss) Margin attributable to Sadot Group Inc. 0.5  % (1.1) %
EBITDA Margin attributable to Sadot Group Inc. 1.3  % (0.9) %


Forward-Looking Statements
This press release may include “forward-looking statements” pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. To the extent that the information presented in this press release discusses financial projections, information, or expectations about our business plans, results of operations, products, or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “should”, “may,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,” “plans,” and “proposes.” Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” and elsewhere in documents that we file from time to time with the SEC. Forward-looking statements speak only as of the date of the document in which they are contained, and Sadot Group, Inc., does not undertake any duty to update any forward-looking statements except as may be required by law.
Investor Relations:
E - IR@sadotco.com