SDOT 10-Q

Sadot Group Inc. (SDOT)

10-Q 2025-08-14 For: 2025-06-30

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Added on April 12, 2026

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Nevada						47-2555533
(State or other jurisdiction						(I.R.S. Employer
of incorporation)						Identification No.)


	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


	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


	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


	Common Stock		Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income / (Loss)	Non-controlling Interest	Total
	Shares	Amount
		$’000	$’000	$’000	$’000	$’000	$’000
Balance at December 31, 2023	4,046,472	—	107,992	(87,179)	8	3,436	24,257
Common stock compensation to board of directors	10,564	—	42	—	—	—	42
Common stock issued as compensation for services	58,344	—	175	—	—	—	175
Conversion of convertible loan	284,139	—	965	—	—	—	965
Stock based compensation - vesting of options and restricted stock awards	23,913	—	111	—	—	—	111
Unrealized loss, net of income tax	—	—	—	—	(60)	—	(60)
Net loss	—	—	—	(265)	—	(48)	(313)
Balance at March 31, 2024	4,423,432	—	109,285	(87,444)	(52)	3,388	25,177

Common stock issued as compensation for services	139,899	—	535	—	—	—	535
Stock based compensation - vesting of options and restricted stock awards	33,177	—	146	—	—	—	146
Foreign exchange translation adjustment	—	—	—	—	3	—	3
Unrealized loss, net of income tax	—	—	—	—	(126)	—	(126)
Net income	—	—	—	2,369	—	(52)	2,317
Balance at June 30, 2024	4,596,508	—	109,966	(85,075)	(175)	3,336	28,052


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	As of
	June 30, 2025	December 31, 2024
	$’000	$’000
Cash	422	1,786
Accounts Receivable, net	44,136	18,014
Inventory	49	717
Other current assets(1)	69,185	126,966
Assets held for sale(2)	4,927	5,196
Total current assets	118,719	152,679
Accounts payable and accrued expenses	34,419	28,019
Notes payable, net	11,239	7,390
Other current liabilities(3)	46,722	94,428
Liabilities held for sale(4)	2,146	2,333
Total current liabilities	94,526	132,170
Working capital(5)	24,193	20,509
Current ratio(6)	1.26	1.16


	Three Months Ended June 30, 2024
	As Previously Reported	Reclassification	As Reclassified	% Change
	$’000	$’000	$’000	%
Cost of goods sold	(171,308)	3,803	(167,505)	(2.2)	%
Gross profit / (loss)	1,985	3,803	5,788	(191.6)	%
Gain on fair value remeasurement	3,275	(3,275)	—	(100.0)	%
Gain on hedge contracts	528	(528)	—	(100.0)	%
Net Income	2,317	—	2,317	—	%


	Six Months Ended June 30, 2024
	As Previously Reported	Reclassification	As Reclassified	% Change
	$’000	$’000	$’000	%
Cost of goods sold	(278,254)	7,052	(271,202)	(2.5)	%
Gross profit / (loss)	1,546	7,052	8,598	(456.1)	%
Gain on fair value remeasurement	6,534	(6,534)	—	(100.0)	%
Gain on hedge contracts	518	(518)	—	(100.0)	%
Net Income	2,004	—	2,004	—	%


Furniture and Equipment			3 – 7 years
Leasehold Improvements			1 – 8 years
Vehicles			5 - 10 years
Land Improvements			3 -20 years


	Three Months Ended March 31,				Six Months Ended June 30,
	2025		2024		2025		2024
Number of customers	2		4		3		4
Type	Commodities		Commodities		Commodities		Commodities
% of sales	99	%	89	%	95	%	82	%


	Intangible assets, net at December 31, 2023	Impairment of intangible assets	Amortization expense	Transfer to assets held for sale	Intangible assets, net at June 30, 2024	Intangible assets, net at December 31, 2024	Impairment of intangible assets	Amortization expense	Transfer to assets held for sale	Intangible assets, net at June 30, 2025
	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000







Trademark Pokémoto	83	—	(9)	(74)	—	—	—	—	—	—
Franchisee License Pokémoto	2,045	—	(69)	(1,976)	—	—	—	—	—	—
Proprietary Recipes Pokémoto	705	—	(40)	(665)	—	—	—	—	—	—

	2,833	—	(118)	(2,715)	—	—	—	—	—	—


	Muscle Maker Grill	Pokémoto	SuperFit Food	Total
	$’000	$’000	$’000	$’000
Goodwill, net at December 31 2023	—	1,798	—	1,798
Impairment of goodwill	—	(1,798)	—	(1,798)
Goodwill, net at June 30, 2024	—	—	—	—
Goodwill, net at December 31, 2024	—	—	—	—
Transfer to assets held for sale	—	—	—	—
Goodwill, net at June 30, 2025	—	—	—	—


			Principal Amount
			$’000
7/1/25-6/30/26			12,316
7/1/26-6/30/27			66
7/1/27-6/31/28			—
Thereafter			—
Total maturities			12,382
Less discount			(1,077)
Notes payable, net			11,305


	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

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)
Operating right to use assets and lease liabilities, net	—	2
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


	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
Warrants	1,580,699	1,625,738	1,583,558	1,676,367
Options	70,755	81,250	75,579	81,266
RSAs	573,385	1,047,568	605,935	985,969
Convertible debt	914,634	—	914,634	—
Total potentially dilutive shares	3,139,473	2,754,556	3,179,706	2,743,602


	As of
	June 30, 2025	December 31, 2024
	$’000	$’000
Accounts payable	4,273	2,187
Accrued payroll and bonuses	904	690
Accrued expenses	260	51
Accrued interest expenses	1	7
Accrued professional fees	229	249
Accounts payable commodities	28,750	24,833

Sales taxes payable	2	2
	34,419	28,019


			Total
			$’000
Fiscal Year:
07/01/2025-6/30/2026			45
07/01/2026-6/30/2027			45
07/01/2027-6/30/2028			45
07/01/2028-6/30/2029			34
07/01/2029-6/30/2030			—
Thereafter			—
Total lease payments			169
Less imputed interest			(46)
Present value of lease liabilities			123


	As of June 30, 2025
Weighted-average remaining lease term (in years)
Operating leases	3.78
Weighted-average discount rate
Operating leases	18.0	%


	For the Three Months Ended June 30, 2025
	Sadot food service	Sadot agri-foods	Corporate adj.	Total segments
	$’000	$’000	$’000	$’000
Commodity sales	—	114,338	—	114,338



Other revenues	—	52	—	52
Cost of goods sold	—	(109,403)	—	(109,403)
Gross profit	—	4,987	—	4,987
Depreciation and amortization expenses	—	(26)	(1)	(27)


Stock-based expenses	—	—	(419)	(419)
Sales, general and administrative expenses	—	(1,677)	(1,094)	(2,771)
Income / (loss) from operations	—	3,284	(1,514)	1,770

Interest income / (expense), net	—	53	(1,290)	(1,237)



Loss on debt extinguishment	—	—	(192)	(192)
Income / (loss) for continuing operations before income tax	—	3,337	(2,996)	341
Income tax expense	—	—	—	—
Net income / (loss) for continuing operations	—	3,337	(2,996)	341
Loss for discontinued operations, net of income tax	(55)	—	—	(55)
Net income / (loss)	(55)	3,337	(2,996)	286
Net loss attributable to non-controlling interest	—	103	—	103
Net income / (loss) attributable to Sadot Group Inc.	(55)	3,440	(2,996)	389
Total assets	4,927	125,472	230	130,629


	For the Six Months Ended June 30, 2025
	Sadot food service	Sadot agri-foods	Corporate adj.	Total segments
	$’000	$’000	$’000	$’000
Commodity sales	—	246,506	—	246,506



Other revenues	—	52	—	52
Cost of goods sold	—	(235,559)	—	(235,559)
Gross profit	—	10,999	—	10,999


Depreciation and amortization expenses	—	(52)	(2)	(54)



Stock-based expenses	—	—	(1,847)	(1,847)
Sales, general and administrative expenses	—	(3,462)	(2,390)	(5,852)
Income / (loss) from operations	—	7,485	(4,239)	3,246

Interest expense, net	—	(700)	(2,078)	(2,778)
Change in fair value of stock-based compensation	—	—	778	778



Loss on debt extinguishment	—	—	(192)	(192)
Income / (loss) for continuing operations before income tax	—	6,785	(5,731)	1,054
Income tax expense	—	—	—	—
Net income / (loss) for continuing operations	—	6,785	(5,731)	1,054
Income for discontinued operations, net of income tax	52	—	—	52
Net income / (loss)	52	6,785	(5,731)	1,106
Net loss attributable to non-controlling interest	—	221	—	221
Net income / (loss) attributable to Sadot Group Inc.	52	7,006	(5,731)	1,327
Total assets	4,927	125,472	230	130,629


	For the Three Months Ended June 30, 2024
	Sadot food service	Sadot agri-foods	Corporate adj.	Total segments
	$’000	$’000	$’000	$’000
Commodity sales	—	173,293	—	173,293




Cost of goods sold	—	(167,505)	—	(167,505)
Gross profit	—	5,788	—	5,788


Depreciation and amortization expenses	—	(92)	—	(92)



Stock-based expenses	—	—	(1,921)	(1,921)
Sales, general and administrative expenses	—	(847)	(854)	(1,701)
Income / (loss) from operations	—	4,849	(2,775)	2,074

Interest expense , net	—	(131)	(877)	(1,008)
Change in fair value of stock-based compensation	—	—	1,214	1,214



Income / (loss) for continuing operations before income tax	—	4,718	(2,438)	2,280
Income tax expense	—	—	(5)	(5)
Net income / (loss) for continuing operations	—	4,718	(2,443)	2,275
Income for discontinued operations, net of income tax	42	—	—	42
Net income / (loss)	42	4,718	(2,443)	2,317
Net loss attributable to non-controlling interest	—	52	—	52
Net income / (loss) attributable to Sadot Group Inc.	42	4,770	(2,443)	2,369
Total assets	6,335	152,503	6,936	165,774


	For the Six Months Ended June 30, 2024
	Sadot food service	Sadot agri-foods	Corporate adj.	Total segments
	$’000	$’000	$’000	$’000
Revenues:
Commodity sales	—	279,800	—	279,800




Cost of goods sold	—	(271,202)	—	(271,202)
Gross profit	—	8,598	—	8,598


Depreciation and amortization expenses	—	(183)	—	(183)



Stock-based expenses	—	—	(2,717)	(2,717)
Sales, general and administrative expenses	—	(1,577)	(1,516)	(3,093)
Income / (loss) from operations	—	6,838	(4,233)	2,605

Interest expense , net	—	(185)	(1,051)	(1,236)
Change in fair value of stock-based compensation	—	—	1,691	1,691



Income / (loss) for continuing operations before income tax	—	6,653	(3,593)	3,060
Income tax expense	—	—	(7)	(7)
Net income / (loss) for continuing operations	—	6,653	(3,600)	3,053
Loss for discontinued operations, net of income tax	(1,049)	—	—	(1,049)
Net income / (loss)	(1,049)	6,653	(3,600)	2,004
Net loss attributable to non-controlling interest	—	100	—	100
Net income / (loss) attributable to Sadot Group Inc.	(1,049)	6,753	(3,600)	2,104
Total assets	6,335	152,503	6,936	165,774


	June 30, 2025
	Level 1	Level 2	Level 3	Total
	$’000	$’000	$’000	$’000
Financial assets:
Derivative asset	—	46,697	—	46,697
Derivative contracts	—	5,784	—	5,784
	—	52,481	—	52,481
Financial liabilities:
Derivative liability	—	46,697	—	46,697

	—	46,697	—	46,697


		Three Months Ended June 30,
Derivatives in hedging relationships	Location of Gain / (Loss) Recognized	2025	2024
		$’000	$’000
Derivative contracts	Cost of goods sold	(167)	529

Total		(167)	529


		Three Months Ended June 30,
Derivatives	Location of Gain / (Loss) Recognized	2025	2024
		$’000	$’000
Derivative contracts	Cost of goods sold	5,784	3,275
Total		5,784	3,275


	Total RSA's	Weighted-average grant date fair value
		$
Unvested at, December 31, 2023	909,877	10.85
Granted	213,600	2.95
Forfeited	—	—
Vested	(247,098)	9.70
Unvested at June 30, 2024	876,379	9.32
Unvested at December 31, 2024	640,329	7.08
Granted	238,905	2.42
Forfeited	(90,923)	3.44
Vested	(234,371)	6.40
Unvested at June 30, 2025	553,940	5.96


	Weighted-average exercise price	Number of options	Weighted-average remaining life (in years)	Aggregate intrinsic value
	$			$’000
Outstanding, December 31, 2023	10.90	82,750	4.26	—
Granted	—	—	N/A	—
Exercised	—	—	N/A	—
Forfeited	15.10	(1,500)	N/A	—
Outstanding, June 30, 2024	10.90	81,250	3.67	—

Exercisable and vested, June 30, 2024	9.80	28,812	3.55	—
Outstanding, December 31, 2024	10.84	81,250	4.26	—
Granted	—	—	N/A	—
Exercised	—	—	N/A	—
Forfeited	10.94	(20,000)	N/A	—
Outstanding, June 30, 2025	10.80	61,250	2.57	—

Exercisable and vested, June 30, 2025	10.15	33,927	2.50	—


	Weighted-average exercise price	Number of warrants	Weighted-average remaining life (in years)	Aggregate intrinsic value
	$			$’000
Outstanding, December 31, 2023	19.69	1,737,989	2.61	—
Granted	—	—	N/A	—
Exercised	—	—	N/A	—
Forfeited	29.10	(135,814)	N/A	—
Outstanding, June 30, 2024	18.90	1,602,175	2.31	—
Exercisable, June 30, 2024	18.90	1,602,175	2.31	—
Outstanding, December 31, 2024	18.62	1,593,020	1.82	—
Granted	—	—	N/A	—
Exercised	—	—	N/A	—
Forfeited	60.00	(12,321)	N/A	—
Outstanding, June 30, 2025	18.30	1,580,699	1.34	—
Exercisable, June 30, 2025	18.30	1,580,699	1.34	—


	Three Months Ended June 30,		Variance
	2025	2024	$	%
	$’000	$’000	$’000
Commodity sales	114,338	173,293	(58,955)	(34.0)	%



Other revenues	52	—	52	NM
Cost of goods sold	(109,403)	(167,505)	58,102	(34.7)	%
Gross profit	4,987	5,788	(801)	(13.8)	%


Depreciation and amortization expenses	(27)	(92)	65	(70.7)	%



Stock-based expenses	(419)	(1,921)	1,502	(78.2)	%
Sales, general and administrative expenses	(2,771)	(1,701)	(1,070)	62.9	%
Income from operations	1,770	2,074	(304)	(14.7)	%


Interest expense, net	(1,237)	(1,008)	(229)	22.7	%
Change in fair value of stock-based compensation	—	1,214	(1,214)	(100.0)	%



Loss on debt extinguishment	(192)	—	(192)	NM
Income for continuing operations before income tax	341	2,280	(1,939)	85.0	%
Income tax expense	—	(5)	5	(100.0)	%
Net income for continuing operations	341	2,275	(1,934)	85.0	%
Net income / (loss) for discontinued operations	(55)	42	(97)	231.0	%
Net loss attributable to non-controlling interest	103	52	51	98.1	%
Net income attributable to Sadot Group Inc.	389	2,369	(1,980)	83.6	%

NM= not meaningful


	Three Months Ended June 30, 2025
	Sadot food service	Sadot agri-foods	Corporate adj.	Consolidated
	$’000	$’000	$’000	$’000
Commodity sales	—	114,338	—	114,338



Other revenues	—	52	—	52
Cost of goods sold	—	(109,403)	—	(109,403)
Gross profit	—	4,987	—	4,987


Depreciation and amortization expenses	—	(26)	(1)	(27)



Stock-based expenses	—	—	(419)	(419)
Sales, general and administrative expenses	—	(1,677)	(1,094)	(2,771)
Income / (loss) from operations	—	3,284	(1,514)	1,770

Interest income / (expense), net	—	53	(1,290)	(1,237)




Loss on debt extinguishment	—	—	(192)	(192)
Income / (loss) for continuing operations before income tax	—	3,337	(2,996)	341
Income tax expense	—	—	—	—
Net income / (loss) for continuing operations	—	3,337	(2,996)	341
Loss for discontinued operations, net of income tax	(55)	—	—	(55)
Net income / (loss)	(55)	3,337	(2,996)	286
Net loss attributable to non-controlling interest	—	103	—	103
Net income / (loss) attributable to Sadot Group Inc.	(55)	3,440	(2,996)	389
Total assets	4,927	125,472	230	130,629


	Six Months Ended June 30, 2025
	Sadot food service	Sadot agri-foods	Corporate adj.	Consolidated
	$’000	$’000	$’000	$’000
Commodity sales	—	246,506	—	246,506



Other revenues	—	52	—	52
Cost of goods sold	—	(235,559)	—	(235,559)
Gross profit	—	10,999	—	10,999


Depreciation and amortization expenses	—	(52)	(2)	(54)



Stock-based expenses	—	—	(1,847)	(1,847)
Sales, general and administrative expenses	—	(3,462)	(2,390)	(5,852)
Income / (loss) from operations	—	7,485	(4,239)	3,246

Interest expense, net	—	(700)	(2,078)	(2,778)
Change in fair value of stock-based compensation	—	—	778	778



Loss on debt extinguishment	—	—	(192)	(192)
Income / (loss) for continuing operations before income tax	—	6,785	(5,731)	1,054
Income tax expense	—	—	—	—
Net income / (loss) for continuing operations	—	6,785	(5,731)	1,054
Income for discontinued operations, net of income tax	52	—	—	52
Net income / (loss)	52	6,785	(5,731)	1,106
Net loss attributable to non-controlling interest	—	221	—	221
Net income / (loss) attributable to Sadot Group Inc.	52	7,006	(5,731)	1,327
Total assets	4,927	125,472	230	130,629


Exhibit No.						Exhibit Description
1.1+						Placement Agency Agreement, dated as of July 23, 2025, by and between Sadot Group Inc. and ThinkEquity LLC as Placement Agent (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 25, 2025)

3.1+						Articles of Incorporation of Muscle Maker, Inc., a Nevada corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 14, 2019)

3.2+						Bylaws of Muscle Maker, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 14, 2019)

3.3+						Certificate of Change Pursuant to NRS 78.209 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 11, 2019)

3.4+						Certificate of Amendment to Articles of Incorporation of Muscle Maker, Inc., a Nevada corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 16, 2020)

3.5+						Certificate of Amendment to Articles of Incorporation of Muscle Maker, Inc. (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on March 7, 2023)

3.6+						Articles of Merger (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 26, 2023).

3.7+						Certificate of Change to NRS 78.209 filed with the Nevada Secretary of State on October 9, 2024 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 16, 2024).



4.1+						Form of Warrant to Purchase Common Stock dated April 9, 2021 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)

4.2+						Form of Pre-Funded Warrant to Purchase Common Stock dated April 9, 2021 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)

4.3+						Form of Warrant to Purchase Common Stock issued to A.G.P./Alliance Global Partners dated April 9, 2021 (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)

4.4+						Form of Warrant to Purchase Common Stock dated November 22, 2021 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)

4.5+						Form of Pre-Funded Warrant to Purchase Common Stock dated November 22, 2021 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)

4.6+						Form of Placement Agent Warrant to Purchase Common Stock issued to A.G.P./Alliance Global Partners dated November 22, 2021 (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)

4.7+						2021 Equity Incentive Plan (incorporated by reference to Exhibit 4.8 to the Registrant’s Annual Report on Form 10-K filed on March 17, 2022)

4.8+						2023 Equity Incentive Plan (Incorporated herein by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 20, 2024)

4.9+						2024 Equity Incentive Plan (Incorporated herein by reference to the Form S-8 Registration Statement filed with the Securities and Exchange Commission on May 23, 2024)


4.10+						Description of Securities (Incorporated herein by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 11, 2025)

4.11+						Form of Additional Warrant – Altium Growth Fund Ltd. (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 27, 2023.)

4.12+						Form of Promissory Note dated June 20, 2025 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 26, 2025).


4.13+						Form of Placement Agent Warrant (incorporated by reference to to the Registrant’s Current Report on Form 8-K filed on July 25, 2025)

4.14+						Employment Agreement between Sadot Group Inc. and Paul Sansom Dated August 1, 2025 (incorporated by reference to to the Registrant’s Current Report on Form 8-K filed on August 1, 2025)

4.15+						Separation Agreement, dated July 28, 2025, by and between Sadot Group Inc. and Jennifer Black (incorporated by reference to to the Registrant’s Current Report on Form 8-K filed on August 1, 2025)

10.1+						Form of Securities Purchase Agreement, dated April 7, 2021, between Muscle Maker, Inc. and the Purchaser* (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)

10.2+						Form of Securities Purchase Agreement, dated November 17, 2021, between Muscle Maker, Inc. and the Purchasers* (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)

10.3+						Form of Registration Rights Agreement, dated November 17, 2021, between Muscle Maker, Inc. and the Purchasers (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)

10.4+						Form of Securities Purchase Agreement, dated April 7, 2021, between Muscle Maker, Inc. and the Purchaser* (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)

10.5+						Form of Director Agreement dated July 16, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 10, 2019)

10.6+						Services Agreement between Muscle Maker, Inc., Sadot LLC and Aggia LLC FC dated November 14, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)

10.7+						Addendum 1 to Services Agreement between Muscle Maker, Inc., Sadot LLC and Aggia LLC FC dated November 17, 2022 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)

10.8+						Limited Liability Operating Agreement of Sadot LLC dated November 16, 2022 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)

10.9+						Executive Employment Agreement between Muscle Maker, Inc. and Michael Roper dated November 16, 2022 (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)

10.10+						Executive Employment Agreement between Muscle Maker, Inc. and Jennifer Black dated November 16, 2022 (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)

10.11+						Executive Employment Agreement between Muscle Maker, Inc. and Kevin Mohan dated November 16, 2022 (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)



10.12+						Executive Employment Agreement between Muscle Maker, Inc. and Kenn Miller dated November 16, 2022 (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)

10.13+						Executive Employment Agreement between Muscle Maker, Inc. and Aimee Infante dated November 16, 2022 (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)

10.14+						Standby Equity Purchase Agreement dated September 22, 2023 between Sadot Group, Inc. and YA II PN, Ltd. (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 26, 2023)

10.15+						Form of Convertible Promissory notes issued to YA II PN, Ltd. (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 26, 2023)

10.16+						Global Guaranty Agreement dated September 22, 2023 between Sadot Group, Inc. and YA II PN, Ltd. (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 26, 2023)

10.17+						Registration Rights Agreement dated September 22, 2023 between Sadot Group, Inc. and YA II PN, Ltd. (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 26, 2023)

10.18+						Addendum 2 to the Service Agreement entered between Muscle Maker Inc., Sadot LLC and Aggia LLC FX dated July 14, 2023 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 18, 2023)

10.19+						Form of Purchase Agreement by and between Sadot Group Inc. and Purchasers dated December 3, 2024 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 4, 2024)

10.20+						Form of Registration Rights Agreement by and between Sadot Group Inc. and Purchasers dated December 3, 2024 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 4, 2024)

10.21+						Form of Senior Convertible Note dated December 4, 2024 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 4, 2024)

10.22+						Employment Agreement between Sadot Group Inc, and David Hanna dated May 7, 2025 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 8, 2025)

10.23+						Employment Agreement between Sadot Group Inc, and Chagay Ravid dated May 28, 2025 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 29, 2025)

10.24+						Form of Securities Purchase Agreement between Sadot Group Inc. and accredited investors dated June 20, 2025 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 26, 2025).


10.25+						Designee Transfer Agreement dated July 22, 2025 by and between Sadot LLC and Palladium Holdings Ltd. (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 23, 2025).

10.26+						Amendment between Sadot Group Inc. and Target Capital I, LLC dated July 23, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 25, 2025)

10.27+						Amendment between Sadot Group Inc. and Jennifer Black dated July 23, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 25, 2025)

10.28+						Form of Amendment and Waiver entered with the December 2024 Purchasers dated July 23, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 25, 2025)

19.1+						Sadot Group Inc. – Insider Trading Policy (Incorporated herein by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 11, 2025)

21.1+						List of Subsidiaries (Incorporated herein by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 11, 2025)

31.1*						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1+						Policy for the Recovery of Erroneously Awarded Compensation adopted February 1, 2024(Incorporated herein by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 20, 2024)

99.1+						Policy on Granting Equity Awards (Incorporated herein by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on May 15, 2024)

101.INS						Inline XBRL Instance Document*
101.SCH						Inline XBRL Schema Document*
101.CAL						Inline XBRL Calculation Linkbase Document*
101.DEF						Inline XBRL Definition Linkbase Document*
101.LAB						Inline XBRL Label Linkbase Document*
101.PRE						Inline XBRL Presentation Linkbase Document*
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)


	SADOT GROUP INC.

	By:	/s/ Chagay Ravid
		Chagay Ravid
Dated: August 14, 2025		Chief Executive Officer (Principal Executive Officer)

	By:	/s/ Paul Sansom
		Paul Sansom
		Chief Financial Officer (Principal Financial Officer)