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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): May 14, 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 May 14, 2025, Sadot Group Inc. (the “Company”) issued a press release regarding its financial results for the period ended March 31, 2025. 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: May 14, 2025

EX-99.1 2 ex-991earningsrelease33125.htm EX-99.1 Document

Exhibit 99.1
newlogo_finala.jpg

Sadot Group, Inc. Reports First Quarter 2025 Results
Q1 Net Income Increases to $0.9 million, EBITDA Rises to $2.5 million, Revenue Up 24.1%
Dilutive EPS increases to $0.18, improving by $0.24 from prior year

BURLESON, Texas, May 14, 2025 (ACCESSWIRE) - Sadot Group Inc. (Nasdaq: SDOT) (“Sadot Group”, “Sadot” or the “Company”), an emerging player in the global food supply chain sector, today announced its financial results for the first quarter ended March 31, 2025. Chief Financial Officer, Jennifer Black and Interim Chief Executive Officer, David Hanna will host a conference call at 11:00am EDT / 8:00am PDT on May 15, 2025, to review the results. All interested parties are invited to join this call. The quarterly financial statements for the three months ended March 31, 2025, 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.

First Quarter 2025 Financial Highlights
•Consolidated revenues of $132.2 million
◦24.1% increase over the prior year period
•Net income increased to $0.9 million
◦Improvement of $1.2 million, over a $0.3 million loss in the prior year period
•EBITDA of $2.5 million
◦ $2.5 million improvement from Q1 2024
•Dilutive EPS improved to $0.18 compared to a negative $0.06 in the prior year period
◦Up $0.24 compared to a negative $0.06 in the prior year period
•Working capital surplus of $21.9 million
◦Compared to $20.5 million as of December 31, 2024
Strategic and Operational Highlights
•Completed 76 transactions of over 0.2 million metric tons of agri-commodities throughout 17 different countries during the first quarter.
•Initiated the first trade from our newly established Sadot Korea subsidiary delivering commodities from Australia to Kenya and other countries.
•Sadot Canada, Inc., entered into a management services agreement with a leading supplier of pulses and specialty crop ingredients to the North American pet food industry.


All numbers disclosed in this report 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.










Webcast Details

Date: Thursday, May 15, 2025
Time: 11:00 am EDT/ 8:00 am PDT
To register, please use the following link:

https://www.webcaster4.com/Webcast/Page/3084/52488

* Please note that when logging into the Webcast, individuals must, when prompted to, “allow video and audio” access to their device to view and hear the call.

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, South Korea, Singapore, Ukraine, United Arab Emirates and Zambia. For more information, please visit www.sadotgroupinc.com.







Sadot Group, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
March 31, 2025 December 31, 2024
$’000 $’000
ASSETS
Current assets:
Cash 1,940  1,786 
Accounts receivable, net of allowance for doubtful accounts of $0.3 million and $0.1 million as of March 31, 2025 and December 31, 2024, respectively
 47,751  18,014 
Inventory 271  717 
Assets held for sale 4,915  5,196 
Other current assets 16,925  126,966 
Total current assets 71,802  152,679 
Property and equipment, net 11,793  11,820 
Other non-current assets 149  155 
Total assets 83,744  164,654 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses 36,682  28,019 
Notes payable, current, net of discount of $0.7 million and $0.9 million as of March 31, 2025 and December 31, 2024, respectively
 10,911  7,390 
Deferred revenue, current 74  2,251 
Liabilities held for sale 2,128  2,333 
Other current liabilities 139  92,177 
Total current liabilities 49,934  132,170 
Other non-current liabilities 105  111 
Total liabilities 50,039  132,281 
Equity:
Common stock, $0.0001 par value, 20,000,000 shares authorized, 5,412,500 and 5,225,147 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively
 1  1 
Additional paid-in capital 113,004  112,406 
Accumulated deficit (82,249) (83,187)
Accumulated other comprehensive loss (113) (27)
Total Sadot Group Inc. shareholders' equity 30,643  29,193 
Non-controlling interest 3,062  3,180 
Total stockholders’ equity 33,705  32,373 
Total liabilities and stockholders’ equity 83,744  164,654 


Sadot Group, Inc.
Condensed Consolidated Statement of Operations and Other Comprehensive Income/ (Loss)
(Unaudited)
Three Months Ended March 31,
2025 2024
$’000 $’000
Commodity sales 132,168  106,507 
Cost of goods sold (126,156) (103,697)
Gross profit 6,012  2,810 
Depreciation and amortization expenses (27) (91)
Stock-based expenses (1,428) (796)
Sales, general and administrative expenses (3,081) (1,393)
Income from operations 1,476  530 
Interest expense, net (1,541) (228)
Change in fair value of stock-based compensation 778  476 
Income for continuing operations before income tax 713  778 
Income tax expense —  (1)
Net income for continuing operations 713  777 
Discontinued Operations:
Income / (loss) for discontinued operations, net of income tax 107  (1,090)
Net income / (loss) for discontinued operations 107  (1,090)
Net income / (loss) 820  (313)
Net loss attributable to non-controlling interest 118  48 
Net income / (loss) attributable to Sadot Group Inc. 938  (265)
Net income from continuing operations per share attributable to Sadot Group Inc.:
Basic 0.16  0.20 
Diluted 0.16  0.20 
Net income / (loss) from discontinued operations per share:
Basic 0.02  (0.26)
Diluted 0.02  (0.26)
Weighted-average # of common shares outstanding:
Basic 5,227,444  4,186,905 
Diluted 5,245,864  4,186,905 


Sadot Group, Inc.
Condensed Consolidated Statement of Operations and Other Comprehensive Income/ (Loss) (Continued)
(Unaudited)
Three Months Ended March 31,
2025 2024
$’000 $’000
Net income / (loss) 820  (313)
Other comprehensive income / (loss)
Foreign exchange translation adjustment 2  — 
Unrealized loss (88) (60)
Total other comprehensive loss (86) (60)
Total comprehensive income / (loss) 734  (373)
Comprehensive loss attributable to non-controlling interest 118  48 
Total Comprehensive income / (loss) attributable to Sadot Group Inc. 852  (325)


Sadot Group, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months Ended March 31,
2025 2024
$’000 $’000
Cash Flows from Operating Activities
Net income / (loss) 820  (313)
Adjustments to reconcile net income / (loss) to net cash (used in) / provided by operating activities:
Depreciation and amortization 27  91 
Amortization of debt discount 406  — 
Stock-based expenses 1,428  796 
Gain / (loss) on fair value remeasurement 18,602  (3,259)
Change in fair value of stock-based compensation (778) 476 
Bad debt expense 164  77 
Changes in operating assets and liabilities:
Accounts receivable, net (29,900) 29,668 
Inventory 446  (27)
Other current assets 91,387  3,816 
Other non-current assets —  5 
Accounts payable and accrued expenses 8,664  (26,646)
Other current liabilities (92,154) (3,208)
Other non-current liabilities 115  — 
Deferred revenue (2,177) 1,031 
Total adjustments (3,770) 2,820 
Net cash provided by / (used in) operating activities (2,950) 2,507 
Net cash provided by operating activities - discontinued operations 8  104 
Cash Flows from Investing Activities
Disposal of property and equipment —  29 
Net cash provided by investing activities —  29 
Net cash provided by investing activities - discontinued operations —  29 
Cash Flows from Financing Activities
Proceeds from notes payable 4,581  1,500 
Repayments of notes payable (1,467) (4,261)
Net cash provided by / (used in) financing activities 3,114  (2,761)
Net cash used in financing activities - discontinued operations (20) (36)
Foreign exchange translation adjustment 2  (12)
Net Increase (Decrease) in Cash 154  (140)
Cash – beginning of period 1,786  1,354 
Cash – end of period 1,940  1,214 


Reconciliations of EBITDA and Other Non-GAAP Measures
EBITDA and EBITDA Margin are non-GAAP measures. The Company defines EBITDA as Net loss, adjusted for depreciation, amortization, interest income / (expense), and income taxes. The Company believes that EBITDA and EBITDA Margin, (collectively, the “Non-GAAP Measures”) are useful metrics for investors to understand and evaluate its operating results and ongoing profitability because they permit investors to evaluate its recurring profitability from its 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 its results of operations as reported under U.S. GAAP. The Company cautions investors that amounts presented in accordance with its 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 EBITDA Margin for the three months ended March 31, 2025 and 2024:
Three Months Ended March 31,
2025 2024
 $’000  $’000
Net income / (loss) 820  (313)
Adjustments to EBITDA:
Depreciation and amortization expenses 27  91 
Interest (income) / expense, net 1,541  228 
Income tax expense —  1 
EBITDA 2,388  7 
EBITDA attributable to non-controlling interest 118  48 
EBITDA attributable to Sadot Group Inc. 2,506  55 
Gross Profit 6,012  2,810 
Gross Profit attributable to Sadot Group Inc. 6,130  2,858 
Net income / (loss) margin attributable to Sadot Group Inc. 0.6  % (0.3) %
EBITDA margin attributable to Sadot Group Inc. 1.9  % 0.1  %


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