SDOT — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-14

• For the Three Months Ended June 30, For the Six Months Ended June 30,

• The Company acquired intangible assets with a carrying amount of $11.0 million during the second quarter of 2026, representing a substantial majority of the Company’s total assets as of June 30, 2026. Determining the useful life of these assets requires significant judgment, including judgments abou…

• The Company assesses the recoverability of its intangible assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. That assessment relies on estimates of undiscounted future cash flows expected from the use of the assets. The Purchased Assets have …

• For the Three Months Ended June 30, For the Six Months Ended June 30,

• Change in fair value of stock-based compensation — — — (778 )

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• Sales, general and administrative expenses (2,166 ) (3,081 )

• Gross profit / (loss) attributable to Sadot Group Inc. — 6,130

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

• 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:

Text added vs the prior filing · source: 10-Q · 2026-08-14

• 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. That material weaknesses is described below and is in process of…

• Subsequent to June 30, 2026, the Company engaged an external accounting consultant to assist management with technical accounting matters and the preparation and review of its quarterly financial reporting. Management believes this engagement will enhance its financial reporting process and is part …

• There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control o…

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• 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 ma…

• 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 materi…

• 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…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• On June 26, 2026, the Company sold 100% of the membership interests of Sadot Latam LLC. The purchaser acquired the interests on an “as is, where is” basis, inclusive of all existing and threatened litigation, claims and liabilities of that entity, and without recourse to the Company in respect of su…

• Lombard Trading International Corp. commenced two related proceedings against Sadot Latam, LLC and the Company 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 r…

• In August 2023, the Company acquired approximately 5,000 acres of farmland in the Mkushi Region of Zambia through Sadot Zambia. Sadot Zambia was 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…

• 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 p…

• Kevin Mohan, a former Chairman, commenced arbitration proceedings against the Company claiming employment contract breaches under Texas law. The arbitration was suspended on March 5, 2026 and terminated without prejudice on March 31, 2026 pursuant to American Arbitration Association Rule 56(d) due t…

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• 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 cla…

• 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 Di…

• 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 p…

• 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 (Prel…

• 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…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• On July 6, 2026, the Company appointed Aleksandr Zhandov, 44, as Chief Operating Officer and Deputy Chief Executive Officer, reporting to CEO Chagay Ravid, who remains the company’s principal executive officer. Zhandov’s background is in information technology and cybersecurity rather than agri-comm…

• There were no changes to the Company’s Chief Executive Officer, Chief Financial Officer, or Board of Directors during the three and six months ended June 30, 2026.

• On August 3, 2026, the Company received a letter (the “Compliance Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the Company’s Current Report on Form 8-K dated July 17, 2026, the Staff has determined …

Text removed vs the prior filing · source: 10-Q · 2026-05-15

• There were no changes to the Company’s Chief Executive Officer, Chief Financial Officer, or Board of Directors during the three months ended March 31, 2026.

• 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…

• 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 “Debentu…

• 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 a…

• 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 ma…