Sadot Group Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-39223
(Exact name of registrant as specified in its charter)
| Nevada | 47-2555533 |
|---|---|
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
295 E. Renfro Street, Suite 300,
Burleson, Texas 76028
(Address of principal executive offices)
Registrant’s telephone number, including area code:(832) 604-9568
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value | SDOT | The NASDAQ Capital Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
| Large accelerated filer ☐ | Accelerated filer ☐ |
|---|---|
| Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company ☒ |
| 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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No ☒
The number of shares of the Registrant’s common stock, $0.0001 par value per share, outstanding as of August 10, 2026, was 1,320,015.
Quarterly Report on Form 10-Q
For the Three and Six Months Ended June 30, 2026
Table of Contents
| Page | |
|---|---|
| PART I FINANCIAL INFORMATION | 3 |
| Item 1. Condensed Consolidated Financial Statements (Unaudited) | 3 |
| Condensed Consolidated Balance Sheets (Unaudited) as of June 30, 2026 and December 31, 2025 | 3 |
| Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss) for the Three and Six Months Ended June 30, 2026 and 2025 | 4 |
| Condensed Consolidated Statements of Changes in Shareholders’ Equity/(Deficit) (Unaudited) for the Three and Six Months Ended June 30, 2026 and 2025 | 5 |
| Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2026 and 2025 | 6 |
| Notes to the Condensed Consolidated Financial Statements (Unaudited) | 7 |
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 46 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 60 |
| Item 4. Controls and Procedures | 60 |
| PART II OTHER INFORMATION | 61 |
| Item 1. Legal Proceedings | 61 |
| Item 1A. Risk Factors | 64 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 84 |
| Item 3. Defaults Upon Senior Securities | 87 |
| Item 4. Mine Safety Disclosures | 87 |
| Item 5. Other Information | 87 |
| Item 6. Exhibits | 89 |
| Signatures | 93 |
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