株探米国株
英語
エドガーで原本を確認する
0001701756false00017017562023-08-092023-08-09

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): November 19, 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 November 19, 2025, Sadot Group Inc. (the “Company”) issued a press release regarding its financial results for the period ended September 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: November 19, 2025

EX-99.1 2 ex-991earningsrelease93025.htm EX-99.1 Document

Exhibit 99.1
newlogo_finala.jpg
Sadot Group, Inc. Reports Third Quarter 2025 Results

BURLESON, Texas, November 19, 2025 (ACCESSWIRE) - Sadot Group Inc. (Nasdaq: SDOT) (“Sadot Group”, “Sadot” or the “Company”), today announced its financial results for the third quarter ended September 30, 2025. The quarterly financial statements for the three and nine months ended September 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.

Third Quarter 2025 Financial Highlights
•Consolidated revenues of $0.3 million
•Net loss attributable to Sadot Group Inc. of $(15.2) million
•Negative EBITDA of $(14.3) million
•Dilutive EPS loss of $(17.42)
•Working capital deficit of $1.5 million
Strategic and Operational Highlights
•Chagay 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 Indonesian 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.
•Company regained compliance with the Nasdaq bid price requirement on October 10, 2025.
•New Board of Directors named on October 29, 2025.

Overall

Chagay Ravid, Sadot’s CEO, described Q3 as follows, “In Q3, 2025, Sadot Group’s largest operating unit, Sadot LLC, encountered significant issues with collecting on certain receivables. This limited Sadot’s ability to enter into commodity-based credit trades.” Chagay further stated, “the Company began implementing cost cutting measures across the board, concurrently with its aim to monetize assets including that of the restaurant operating unit.”

Sadot Group established a new Board of Directors on October 29, 2025 to review the core business model. The new Board of Directors, given the geo-political risks as well as climate risks the Company is facing in certain countries, will consider whether the agri-food supply chain is a strategic initiative it wishes to focus on, or whether it will consider other proposals. The credit facilities and financing commitments will provide the Board the opportunity to review the current business model.

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 reverse split adjusted.



About Sadot Group Inc.

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)
September 30, 2025 December 31, 2024
$’000 $’000
ASSETS
Current assets:
Cash 581  1,786 
Accounts receivable, net of allowance for doubtful accounts of $2.3 million and $0.1 million as of September 30, 2025 and December 31, 2024, respectively
 29,054  18,014 
Inventory 154  717 
Assets held for sale 5,016  5,196 
Other current assets 12,864  126,966 
Total current assets 47,669  152,679 
Property and equipment, net 11,743  11,820 
Other non-current assets 13,551  155 
Total assets 72,963  164,654 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses 35,432  28,019 
Notes payable, current, net of discount of $0.6 million and $0.9 million as of September 30, 2025 and December 31, 2024, respectively
 11,540  7,390 
Deferred revenue, current —  2,251 
Liabilities held for sale 2,142  2,333 
Other current liabilities 26  92,177 
Total current liabilities 49,140  132,170 
Notes payable, non-current 47  — 
Other non-current liabilities 92  111 
Total liabilities 49,279  132,281 
Equity:
Common stock, $0.0001 par value, 2,000,000 shares authorized, 1,041,281 and 522,514 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively
 1  1 
Additional paid-in capital 117,931  112,406 
Accumulated deficit (97,121) (83,187)
Accumulated other comprehensive loss (85) (27)
Total Sadot Group Inc. shareholders' equity 20,726  29,193 
Non-controlling interest 2,958  3,180 
Total stockholders’ equity 23,684  32,373 
Total liabilities and stockholders’ equity 72,963  164,654 


Sadot Group, Inc.
Condensed Consolidated Statement of Operations and Other Comprehensive Income/ (Loss)
(Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
$’000 $’000 $’000 $’000
Commodity sales 272  200,906  246,778  480,706 
Other revenues 17  —  69  — 
Cost of goods sold (6,630) (193,247) (242,189) (464,448)
Gross profit / (loss) (6,341) 7,659  4,658  16,258 
Depreciation and amortization expenses (22) (49) (76) (232)
Stock-based expenses (584) (1,713) (2,431) (4,430)
Sales, general and administrative expenses (7,388) (3,424) (13,240) (6,518)
Income / (loss) from operations (14,335) 2,473  (11,089) 5,078 
Other income —  —  —  — 
Interest expense, net (887) (1,712) (3,665) (2,948)
Change in fair value of stock-based compensation —  1,001  778  2,691 
Loss on debt extinguishment —  —  (192) — 
Income / (loss) for continuing operations before income tax (15,222) 1,762  (14,168) 4,821 
Income tax expense (2) (3) (2) (9)
Net income / (loss) for continuing operations (15,224) 1,759  (14,170) 4,812 
Discontinued Operations:
Income / (loss) for discontinued operations, net of income tax (38) (665) 14  (1,713)
Net income / (loss) for discontinued operations (38) (665) 14  (1,713)
Net income / (loss) (15,262) 1,094  (14,156) 3,099 
Net loss attributable to non-controlling interest 73  69  294  169 
Net income / (loss) attributable to Sadot Group Inc. (15,189) 1,163  (13,862) 3,268 
Net income/ (loss) from continuing operations per share attributable to Sadot Group Inc.:
Basic (17.38) 3.89  (21.04) 11.23 
Diluted (17.38) 3.65  (21.04) 10.58 
Net income/ (loss) from discontinued operations per share:
Basic (0.04) (1.42) 0.02  (3.86)
Diluted (0.04) (1.33) 0.02  (3.64)
Weighted-average # of common shares outstanding:
Basic 871,759  469,335  659,565  443,607 
Diluted 871,759  501,134  659,565  470,796 


Sadot Group, Inc.
Condensed Consolidated Statement of Operations and Other Comprehensive Income/ (Loss) (Continued)
(Unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
$’000 $’000 $’000 $’000
Net income / (loss) (15,262) 1,094  (14,156) 3,099 
Other comprehensive income / (loss)
Foreign exchange translation adjustment (1) (4) (58) (1)
Unrealized loss —  (1) —  (187)
Total other comprehensive loss (1) (5) (58) (188)
Total comprehensive income / (loss) (15,263) 1,089  (14,214) 2,911 
Comprehensive loss attributable to non-controlling interest 73  69  294  169 
Total comprehensive income / (loss) attributable to Sadot Group Inc. (15,190) 1,158  (13,920) 3,080 


Sadot Group, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended September 30,
2025 2024
$’000 $’000
Cash Flows from Operating Activities
Net income (loss) (14,156) 3,099 
Adjustments to reconcile net income / (loss) to net cash (used in) / provided by operating activities:
Depreciation and amortization 76  232 
Amortization of debt discount 1,730  — 
Stock-based expenses 2,431  4,430 
Change in fair value of stock-based compensation (778) (2,691)
Bad debt expense 5,355  1,200 
Loss on debt extinguishment 192  — 
Changes in operating assets and liabilities:
Accounts receivable, net (16,394) 13,507 
Inventory 563  1,301 
Other current assets 113,996  (58,770)
Other non-current assets (13,413) 46,323 
Accounts payable and accrued expenses 7,574  (9,682)
Other current liabilities —  47,714 
Other non-current liabilities (92,154) (46,048)
Operating right to use assets and lease liabilities, net —  2 
Deferred revenue (2,251) 734 
Total adjustments 6,927  (1,748)
Net cash provided by / (used in) operating activities (7,229) 1,351 
Net cash used in operating activities - discontinued operations (11) (573)
Cash Flows from Investing Activities
Purchases of property and equipment —  (13)
Disposal of property and equipment —  12 
Net cash provided by (used in) investing activities —  (1)
Net cash provided by investing activities - discontinued operations —  1,017 
Cash Flows from Financing Activities
Proceeds from notes payable 12,062  4,125 
Proceeds from issuance of common stock 2,425  — 
Repayments of notes payable (8,394) (6,197)
Net cash provided by / (used in) financing activities 6,093  (2,072)
Net cash used in financing activities - discontinued operations —  (113)
Foreign exchange translation adjustment (58) (1)
Net Decrease in Cash (1,205) (392)
Cash – beginning of period 1,786  1,354 
Cash – end of period 581  962 


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 nine months ended September 30, 2025 and 2024:
Three Months Ended September 30, Nine Months Ended September 30,
2025 2024 2025 2024
 $’000  $’000  $’000  $’000
Net income / (loss) (15,262) 1,094  (14,156) 3,099 
Adjustments to EBITDA:
Depreciation and amortization expenses 22  49  76  232 
Interest expense, net 887  1,712  3,665  2,948 
Income tax expense 2  3  2  9 
EBITDA (14,351) 2,858  (10,413) 6,288 
EBITDA attributable to non-controlling interest 73  69  294  169 
EBITDA attributable to Sadot Group Inc. (14,278) 2,927  (10,119) 6,457 
Gross profit / (loss) (6,341) 7,659  4,658  16,258 
Gross profit / (loss) attributable to Sadot Group Inc. (6,268) 7,728  4,952  16,427 
Net income/ (loss) margin attributable to Sadot Group Inc. (5281.0) % 0.5  % (5.7) % 0.6  %
EBITDA margin attributable to Sadot Group Inc. (4940.5) % 1.5  % (4.1) % 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