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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): August 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 August 14, 2025, Sadot Group Inc. (the “Company”) issued a press release regarding its financial results for the period ended June 30, 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/ Chagay Ravid
Name: Chagay Ravid
Title: Chief Executive Officer
Date: August 14, 2025

EX-99.1 2 ex-991earningsrelease63025.htm EX-99.1 Document

Exhibit 99.1
newlogo_finala.jpg

Sadot Group, Inc. Reports Second Quarter 2025 Results
Fifth Consecutive Quarter of Positive Net Income and EBITDA ,
Gross Margin increased to 4.4%

BURLESON, Texas, August 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 second quarter ended June 30, 2025. Chief Executive Officer, Haggai Ravid and Chief Financial Officer, Paul Sansom will host a conference call at 11:00am EDT / 8:00am PDT on August 15, 2025, to review the results. All interested parties are invited to join this call. The quarterly financial statements for the three and six months ended June 30, 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.

Second Quarter 2025 Financial Highlights
•Consolidated revenues of $114.3 million
•Net income of $0.4 million
•EBITDA of $1.7 million
•Dilutive EPS of $0.07
•Working capital surplus of $24.2 million
•Gross Margin of 4.4%

Strategic and Operational Highlights
•Company posted its fifth consecutive quarter with positive net income and EBITDA
•Completed 26 transactions of over 200,000 metric tons of agri-commodities throughout 7 different countries during the second quarter.
•Gross margins increased to 4.4% representing a 100 basis point improvement as the Company focused on specialty commodities and commodity trades in our Canadian subsidiary and both of these areas historically have produced higher margins.
•Haggai Ravid joined as CEO on May 28, 2025
•Paul Sansom joined as CFO on August 1, 2025
•Strategic investment in an Indonesian carbon project. Company acquired a 37.5% equity stake in the Special Development Group (SDG), which is a local entity holding full project rights in formal partnership with 11 indigenous coastal communities across the Riau archipelago in Indonesia. The project focuses on the restoration and long-term protection of peatland and mangrove ecosystems. SDG has advised that this carbon project initiative is expected to generate between 1.1 and 1.2 million high-integrity carbon credits in its first issuance cycle.




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: Friday, August 15, 2025
Time: 11:00 am EDT/ 8:00 am PDT
To register, please use the following link:

https://www.webcaster4.com/Webcast/Page/3084/52841

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







Sadot Group, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
June 30, 2025 December 31, 2024
$’000 $’000
ASSETS
Current assets:
Cash 422  1,786 
Accounts receivable, net of allowance for doubtful accounts of $0.4 million and $0.1 million as of June 30, 2025 and December 31, 2024, respectively
 44,136  18,014 
Inventory 49  717 
Assets held for sale 4,927  5,196 
Other current assets 69,185  126,966 
Total current assets 118,719  152,679 
Property and equipment, net 11,766  11,820 
Other non-current assets 144  155 
Total assets 130,629  164,654 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses 34,419  28,019 
Notes payable, current, net of discount of $1.1 million and $0.9 million as of June 30, 2025 and December 31, 2024, respectively
 11,239  7,390 
Deferred revenue, current —  2,251 
Liabilities held for sale 2,146  2,333 
Other current liabilities 46,722  92,177 
Total current liabilities 94,526  132,170 
Notes payable, non-current 66  — 
Other non-current liabilities 98  111 
Total liabilities 94,690  132,281 
Equity:
Common stock, $0.0001 par value, 20,000,000 shares authorized, 6,810,403 and 5,225,147 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively
 1  1 
Additional paid-in capital 114,923  112,406 
Accumulated deficit (81,860) (83,187)
Accumulated other comprehensive loss (84) (27)
Total Sadot Group Inc. shareholders' equity 32,980  29,193 
Non-controlling interest 2,959  3,180 
Total stockholders’ equity 35,939  32,373 
Total liabilities and stockholders’ equity 130,629  164,654 


Sadot Group, Inc.
Condensed Consolidated Statement of Operations and Other Comprehensive Income/ (Loss)
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
$’000 $’000 $’000 $’000
Commodity sales 114,338  173,293  246,506  279,800 
Other revenues 52  —  52  — 
Cost of goods sold (109,403) (167,505) (235,559) (271,202)
Gross profit 4,987  5,788  10,999  8,598 
Depreciation and amortization expenses (27) (92) (54) (183)
Stock-based expenses (419) (1,921) (1,847) (2,717)
Sales, general and administrative expenses (2,771) (1,701) (5,852) (3,093)
Income from operations 1,770  2,074  3,246  2,605 
Interest expense, net (1,237) (1,008) (2,778) (1,236)
Change in fair value of stock-based compensation —  1,214  778  1,691 
Loss on debt extinguishment (192) —  (192) — 
Income for continuing operations before income tax 341  2,280  1,054  3,060 
Income tax expense —  (5) —  (7)
Net income for continuing operations 341  2,275  1,054  3,053 
Discontinued Operations:
Income / (loss) for discontinued operations, net of income tax (55) 42  52  (1,049)
Net income / (loss) for discontinued operations (55) 42  52  (1,049)
Net income 286  2,317  1,106  2,004 
Net loss attributable to non-controlling interest 103  52  221  100 
Net income attributable to Sadot Group Inc. 389  2,369  1,327  2,104 
Net income from continuing operations per share attributable to Sadot Group Inc.:
Basic 0.08  0.53  0.23  0.73 
Diluted 0.08  0.45  0.23  0.62 
Net income/ (loss) from discontinued operations per share:
Basic (0.01) 0.01  0.01  (0.24)
Diluted (0.01) 0.01  0.01  (0.21)
Weighted-average # of common shares outstanding:
Basic 5,813,911  4,423,432  5,521,706  4,305,822 
Diluted 5,824,521  5,123,047  5,525,222  5,111,103 


Sadot Group, Inc.
Condensed Consolidated Statement of Operations and Other Comprehensive Income/ (Loss) (Continued)
(Unaudited)
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
$’000 $’000 $’000 $’000
Net income 286  2,317  1,106  2,004 
Other comprehensive income / (loss)
Foreign exchange translation adjustment (59) 3  (57) 3 
Unrealized gain / (loss) 88  (126) —  (186)
Total other comprehensive income / (loss) 29  (123) (57) (183)
Total comprehensive income 315  2,194  1,049  1,821 
Comprehensive loss attributable to non-controlling interest 103  52  221  100 
Total comprehensive income attributable to Sadot Group Inc. 418  2,246  1,270  1,921 


Sadot Group, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended June 30,
2025 2024
$’000 $’000
Cash Flows from Operating Activities
Net income 1,106  2,004 
Adjustments to reconcile net income / (loss) to net cash (used in) / provided by operating activities:
Depreciation and amortization 54  183 
Amortization of debt discount 1,178  — 
Stock-based expenses 1,847  2,717 
Gain / (loss) on fair value remeasurement —  — 
Change in fair value of stock-based compensation (778) (1,691)
Bad debt expense 317  353 
Loss on debt extinguishment 192  — 
Changes in operating assets and liabilities:
Accounts receivable, net (26,439) 27,733 
Inventory 668  (173)
Other current assets 57,676  (47,660)
Other non-current assets —  46,333 
Accounts payable and accrued expenses 6,520  (19,481)
Other current liabilities (45,457) 39,684 
Other non-current liabilities —  (46,048)
Deferred revenue (2,251) 6,505 
Total adjustments (6,473) 8,457 
Net cash provided by / (used in) operating activities (5,367) 10,461 
Net cash provided by operating activities - discontinued operations 124  115 
Cash Flows from Investing Activities
Purchases of property and equipment —  (7)
Disposal of property and equipment —  10 
Net cash provided by investing activities —  3 
Net cash provided by investing activities - discontinued operations —  29 
Cash Flows from Financing Activities
Proceeds from notes payable 10,002  3,500 
Repayments of notes payable (6,024) (5,440)
Net cash provided by / (used in) financing activities 3,978  (1,940)
Net cash used in financing activities - discontinued operations (42) (69)
Foreign exchange translation adjustment (57) 3 
Net Increase (Decrease) in Cash (1,364) 8,602 
Cash – beginning of period 1,786  1,354 
Cash – end of period 422  9,956 


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 and six months ended June 30, 2025 and 2024:
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
 $’000  $’000  $’000  $’000
Net income 286  2,317  1,106  2,004 
Adjustments to EBITDA:
Depreciation and amortization expenses 27  92  54  183 
Interest expense, net 1,237  1,008  2,778  1,236 
Income tax expense —  5  —  7 
EBITDA 1,550  3,422  3,938  3,430 
EBITDA attributable to non-controlling interest 103  52  221  100 
EBITDA attributable to Sadot Group Inc. 1,653  3,474  4,159  3,530 
Gross Profit 4,987  5,788  10,999  8,598 
Gross Profit attributable to Sadot Group Inc. 5,090  5,840  11,220  8,698 
Net income margin attributable to Sadot Group Inc. 0.3  % 1.3  % 0.4  % 0.7  %
EBITDA margin attributable to Sadot Group Inc. 1.4  % 2.0  % 1.7  % 1.3  %


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:
Email - IR@sadotco.com