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
SDOT$6.33+3.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001731122-26-000746
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001731122-26-001064
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 90 previous paragraphs and 96 current paragraphs.
50 unchanged; 28 reworded; 13 added; 12 removed; 0 previous and 5 current paragraphs rearranged.
Tables are not compared: 11 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
Useful life of acquired intangible assets
Current report
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 about the expected period over which the TradeOS platform will contribute to future cash flows, the rate of technological obsolescence in commodity trading and risk management software, and the level of ongoing development expenditure required to keep the platform commercially viable. The Company assigned a useful life of five years. A shorter useful life would increase amortization expense in each period and reduce the carrying amount of the assets more rapidly.
Current report
Recoverability of intangible assets
Current report
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 not yet generated revenue, and the Company’s ability to realize their carrying amount depends on successfully deploying the TradeOS platform, which in turn depends on the Company obtaining additional capital. These estimates are inherently uncertain, and the assumptions underlying them are consistent with those used in the Company’s going concern assessment. An adverse change in those assumptions could result in a material impairment charge.
Current report
Unaudited Condensed Consolidated Results of Operations - Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
Current report
Gross Profit / (Loss)
Current report
Cost of goods sold for the six months ended June 30, 2026, totaled $0.0 million, compared to $235.6 million for the six months ended June 30, 2025, respectively. The 100% change is a direct result of the decrease in sales.
Current report
Depreciation and amortization expenses for the six months ended June 30, 2026, totaled $175.0 thousand compared to $54.0 thousand for the six months ended June 30, 2025, respectively. The $121.0 thousand increase is attributed to amortization of the TradeOS platform intangible assets acquired during the second quarter of 2026.
Current report
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 that the Company complies with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(b)(1). As previously disclosed, on May 5, 2026, the Staff notified the Company that it did not comply with the minimum $2.5 million stockholders’ equity requirement of Nasdaq Listing Rule 5550(b)(1) and that it did not otherwise satisfy the alternative continued listing standards of at least $35 million market value of listed securities set forth in Nasdaq Listing Rule 5550(b)(2) or $500,000 of net income from continuing operations set forth in Nasdaq Listing Rule 5550(b)(3). The Company thereafter submitted a plan to regain compliance to the Staff and, in its Current Report on Form 8-K dated July 17, 2026, reported, among other things, the Company’s pro forma stockholders’ equity after giving effect to the previously disclosed transactions described therein. The Compliance Letter further provides that if the Company fails to evidence compliance with Nasdaq Listing Rule 5550(b)(1) upon filing its periodic report for the period ended September 30, 2026, the Company may be subject to delisting. In that event, the Staff would provide written notification to the Company, and the Company would have the right to appeal the Staff’s determination to a Nasdaq Hearings Panel. There can be no assurance that the Company will evidence compliance with the stockholders’ equity requirement upon the filing of its periodic report for the period ended September 30, 2026 or that the Company will otherwise maintain compliance with the other continued listing requirements of The Nasdaq Capital Market. The Compliance Letter has no immediate effect on the listing or trading of the Company’s common stock, which continues to trade on The Nasdaq Capital Market under the symbol “SDOT.”
Current report
(1) See Note 9 - Other Current Assets.
Current report
(2) Consists of Operating lease liabilities
Current report
For the three and six months ended June 30, 2026, Net cash used in operating activities from continuing operations was $716 thousand and $1.5 million, respectively, compared to $2.4 million and $5.4 million used in operating activities for the three and six months ended June 30, 2025, respectively. There were no operating cash flows from discontinued operations in the 2026 periods; Net cash provided by operating activities from discontinued operations was $116 thousand and $124 thousand for the three and six months
Current report
In May 2025, the FASB issued ASU 2025-04,Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments expand the definition of a performance condition in Topic 718 to include conditions contingent on the purchase of goods or services by a customer or a customer’s customer, eliminate the policy election permitting forfeitures to be recognized as they occur for awards granted to customers that are subject to a service condition, and clarify that the variable consideration guidance in Topic 606 does not apply to share-based consideration payable to a customer, with the probability of vesting instead assessed under Topic 718. The amendments are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years, and are applied on either a modified retrospective or a full retrospective basis. Early adoption is permitted. The Company does not currently issue share-based consideration to its customers and does not expect adoption to have a material effect on its consolidated financial statements.
Removed paragraphs (12)
Previous report
Depreciation and Amortization Expenses
Previous report
Stock-Based Expenses
Previous report
Sales, General and Administrative Expenses
Previous report
Other (Expense) / Income
Previous report
Depreciation and Amortization Expenses
Previous report
Stock-Based Expenses
Previous report
Sales, General and Administrative Expenses
Previous report
Other Income / (Expense)
Previous report
(1) Consists of VAT, prepaid expenses, and current notes receivable.
Previous report
(2) Consists of Operating lease liability and other current liabilities
Previous report
Seasonality
Previous report
There is a degree of seasonality in the growing cycles, procurement and transportation of crops. The farming industry historically experiences seasonal fluctuations in revenues and net income. Typically, the Company has lower sales and net income during the non-harvest seasons and higher sales and net income during the harvest season and as such, must have sufficient working capital to fund its operations at a reduced level. Failure to generate or obtain sufficient working capital during the winter may have a material adverse effect on the Company.
Reworded paragraphs (28)
Previous wording
The following Management’s Discussion and Analysis (“MD&A”), prepared as of May 15, 2026, should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements of Sadot Group Inc. (“Sadot Group”), for the three months ended March 31, 2026, together with the audited financial statements of the Company for the year ended December 31, 2025 and the accompanying MD&A for that fiscal year appearing in our Annual Report on 2024 Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2026. Unless otherwise indicated or the context otherwise requires, all references to the terms “Company,” “company,” “Sadot”, “we,” “us,” “our”, “Group” and similar terms refer to Sadot Group Inc., together with its consolidated subsidiaries.
Current wording
The following Management’s Discussion and Analysis (“MD&A”), prepared as of August 14, 2026, should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements of Sadot Group Inc. (“Sadot Group”), for the three and six months ended June 30, 2026, together with the audited financial statements of the Company for the year ended December 31, 2025 and the accompanying MD&A for that fiscal year appearing in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2026. Unless otherwise indicated or the context otherwise requires, all references to the terms “Company,” “company,” “Sadot”, “we,” “us,” “our”, “Group” and similar terms refer to Sadot Group Inc., together with its consolidated subsidiaries.
Previous wording
Sadot Group Inc. is our parent company and is headquartered in Burleson, Texas. During the three months ended March 31, 2026, we reported zero commodity sales revenue compared to $132.2 million in the prior-year period. This reflects the significant streamlining of our operations, including the closure of certain international offices and the completion of the sale of our Sadot Food Services segment on December 4, 2025.
Current wording
Sadot Group Inc. is our parent company and is headquartered in Burleson, Texas. During the three and six months ended June 30, 2026, we reported $0.0 million and $0.0 million commodity sales revenue, respectively, compared to $114.3 million and $246.5 million in the prior-year periods, respectively. This reflects the significant streamlining of our operations, including the closure of certain international offices and the completion of the sale of our Sadot Food Services segment on December 4, 2025.
Previous wording
Our revenues have historically been derived from Commodity sales. Revenues from commodity sales have declined substantially since Q2 2025. We generated no commodity sales revenue in the first quarter of 2026 as we continue to evaluate and streamline our agri-food operations following the divestiture of our food services business and the adverse judgment regarding our Zambia farm operations. The business has experienced significant trading difficulties around capital to support new trades, disputes on settlement of existing trades and a number of legal disputes on historic trades. Following the financial performance during the third quarter of 2025, management of the Company began evaluating alternative business lines to address this situation. All options are being assessed. The management continues to focus on monetizing the current assets of Sadot Agri-Foods as efficiently as possible. It should be highlighted that the risk of future impairments on current assets is a possibility going forward. Impairments on assets of the Trading business cannot be excluded in the near future or in the long run.
Current wording
Our revenues have historically been derived from Commodity sales. Revenues from commodity sales have declined substantially since Q2 2025. We generated no commodity sales revenue in the first two quarters of 2026 as we continue to evaluate and streamline our agri-food operations following the divestiture of our food services business and the adverse judgment regarding our Zambia farm operations. The business has experienced significant trading difficulties around capital to support new trades, disputes on settlement of existing trades and a number of legal disputes on historic trades. Following the financial performance during the third quarter of 2025, management of the Company began evaluating alternative business lines to address this situation. All options are being assessed. The management continues to focus on monetizing the current assets of Sadot Agri-Foods as efficiently as possible. It should be highlighted that the risk of future impairments on current assets is a possibility going forward. Impairments on assets of the Trading business cannot be excluded in the near future or in the long run.
Previous wording
For the periods ended March 31, 2026 and 2025, $0.4 million and $1.4 million, respectively, are recorded as Stock-based expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive (Loss) / Income.
Current wording
For the periods ended June 30, 2026 and 2025, $(0.3 million) and $0.9 million, respectively, are recorded as Stock-based expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss).
Previous wording
Total Other (expense) / income listed below the Loss from operations in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive (Loss) / Income consists of Change in fair value of stock-based compensation, loss on debt extinguishment and Interest expense, net.
Current wording
Total Other income / (expense) listed below the Loss from operations in the accompanying Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss) consists of Change in fair value of stock-based compensation, loss on debt extinguishment and Interest expense, net.
Previous wording
Loss on debt extinguishment consist of the loss related to the exchange of stock for debt repayment, which is calculated using the variance between the agreed upon price per share of stock and the fair value of the stock on the date of the exchange and the gain recognized due to writing off accounts payable that have passed the statue of limitations and no longer deemed payable.
Current wording
Loss on debt extinguishment consist of the loss related to the exchange of stock for debt repayment, which is calculated using the variance between the agreed upon price per share of stock and the fair value of the stock on the date of the exchange and the gain recognized due to writing off accounts payable that have passed the statute of limitations and no longer deemed payable.
Previous wording
Net loss attributable to non-controlling interests was nil and $0.1 million for the periods ended March 31, 2026 and 2025, respectively. During the year ended December 31, 2023 the Company created a joint-venture in Zambia in which the Company has a 70% interest and the third-party equity ownership has a 30% Non-controlling interest. As described above, following the December 11, 2025 judgment by the High Court for Zambia, the Company lost possession, control, and ownership of the underlying farmland assets, which have been fully impaired. However, the Company retains a controlling interest in the Zambian entity, and therefore continues to consolidate the entity. The Company is appealing the judgment.
Current wording
Net loss attributable to non-controlling interests was $0.0 million for the three and six months ended June 30, 2026 and 2025, respectively. During the year ended December 31, 2023 the Company created a joint-venture in Zambia in which the Company has a 70% interest and the third-party equity ownership has a 30% Non-controlling interest. As described above, following the December 11, 2025 judgment by the High Court for Zambia, the Company lost possession, control, and ownership of the underlying farmland assets, which have been fully impaired. However, the Company retains a controlling interest in the Zambian entity, and therefore continues to consolidate the entity. The Company is appealing the judgment.
Previous wording
The following table presents a reconciliation of EBITDA from the most comparable U.S. GAAP measure, Net income and the calculations of the Net income Margin and EBITDA Margin for the three months ended March 30, 2026 and 2025:
Current wording
The following table presents a reconciliation of EBITDA from the most comparable U.S. GAAP measure, Net income and the calculations of the Net income Margin and EBITDA Margin for the three and six months ended June 30, 2026 and 2025:
Previous wording
Unaudited Condensed Consolidated Results of Operations - Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
Current wording
Unaudited Condensed Consolidated Results of Operations - Three and Six Months Ended June 30, 2026 Compared to the Three and Six Months Ended June 30, 2025
Previous wording
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:
Current wording
The following table represents selected items in our Unaudited Condensed Consolidated Statements of Operations and Other Comprehensive Income / (Loss) for the three months ended June 30, 2026 and 2025, respectively:
Previous wording
Our gross (loss) profit totaled nil for the three months ended March 31, 2026, compared to $6.0 million profit for the three months ended March 31, 2025. The $6.0 million decrease is primarily attributed to a decrease in Commodity sales partially offset by a decrease in Cost of goods sold.
Current wording
Our gross (loss) profit totaled $0.0 million and $5.0 million for the three months ended June 30, 2026 and 2025. The $5.0 million decrease is primarily attributed to a decrease in Commodity sales partially offset by a decrease in Cost of goods sold.
Previous wording
We generated Commodity sales of nil for the three months ended March 31, 2026, compared to $132.2 million for the three months ended March 31, 2025. This represented a decrease of $132.2 million. This decrease is due to Sadot Agri Foods being unable to enter into additional trades because of lack of working capital.
Current wording
We generated Commodity sales of $0.0 million and $114.3 million for the three months ended June 30, 2026 and 2025, respectively. This represented a decrease of $114.3 million. This decrease is due to Sadot Agri Foods being unable to enter into additional trades because of lack of working capital.
Previous wording
Cost of goods sold for the three months ended March 31, 2026, totaled nil compared to $126.2 million for the three months ended March 31, 2025. The $126.2 million or 100.0% change is a direct result of the decrease in sales.
Current wording
Cost of goods sold for the three months ended June 30, 2026, totaled $0.0 million, compared to 109.4 million for the three months ended June 30, 2025, respectively. The 100% change is a direct result of the decrease in sales.
Previous wording
Depreciation and amortization expenses for the three months ended March 31, 2026, totaled nil compared to $27.0 thousand, for the three months ended March 31, 2025. The $27.0 thousand decrease is attributed to Farm related assets being fully depreciated in 2024 and the loss of the corporate office lease and furniture in Burleson.
Current wording
Depreciation and amortization expenses for the three months ended June 30, 2026, totaled $175 thousand compared to $27.0 thousand for the three months ended June 30, 2025, respectively. The $148.0 thousand increase is attributed to amortization of the TradeOS platform intangible assets acquired during the second quarter of 2026.
Previous wording
Stock-based expenses for the three months ended March 31, 2026, totaled $0.4 million compared to $1.4 million for the three months ended March 31, 2025. The decrease in Stock-based expenses is primarily the result of the termination of the service agreement with Aggia entered in November 2025.
Current wording
Stock-based expenses for the three months ended June 30, 2026, totaled $265 thousand compared to $(419) thousand for the three months ended June 30, 2025, respectively. The $684 thousand decrease in Stock-based expenses is primarily the result of the termination of the service agreement with Aggia entered in November 2025.
Previous wording
Other income for thethree months ended March 31, 2026, totaled $2.3 million expense compared to $0.8 million expense for the three months ended March 31, 2025. The other income was primarily attributable to the recognition of impairment of assets of $0.1 million, loss on litigation of $0.1 million, loss on debt extinguishment of $0.3 million, all of which were not present in the prior year, partially offset by a $0.3 million increase in Interest expense, net and $0.8 million decrease in change in fair value of stock-based compensation due to termination of agreement with Aggia.
Current wording
Other income for the three months ended June 30, 2026, totaled $40.9 million income compared to $1.4 million expense for the three months ended June 30, 2025, respectively. The other income was primarily attributable to the recognition of Gain on Deconsolidation of Sadot Latam of $42.4 million, loss on litigation of $0.5 million, all of which were not present in the prior year, partially offset by a $0.5 million increase in Interest expense.
Previous wording
Sales, general and administrative expenses for the three months ended March 31, 2026, totaled $2.2 million compared to $3.1 million for the three months ended March 31, 2025. The $1.0 million decrease was primarily attributable to lower personnel-related costs resulting from a reduced staff count, as well as reduced operating and consulting expenses due to Sadot Agri-Foods being unable to enter into additional trades because of limited working capital availability.
Current wording
Sales, general and administrative expenses for the six months ended June 30, 2026, totaled $3.1 million, respectively, compared to $5.9 million for the six months ended June 30, 2025, respectively. The $2.8 million decrease was primarily attributable to lower personnel-related costs resulting from a reduced staff count, as well as reduced operating and consulting expenses due to Sadot Agri-Foods being unable to enter into additional trades because of limited working capital availability.
Previous wording
As of March 31, 2026, we had a working capital deficit of $57.8 million (an increase of $3.0 million from $54.8 million at December 31, 2025) and cash of $0.68 million. Current liabilities significantly exceed current assets, driven primarily by $49.0 million in accounts payable and accrued expenses and $11.1 million in notes payable (net of discount).
Current wording
As of June 30, 2026, we had a working capital deficit of $13.6 million (an increase of $41.2 million from $54.8 million as of December 31, 2025) and cash of $0.12 million. Current liabilities significantly exceed current assets, driven primarily by $8.5 million in accounts payable and accrued expenses and $5.2 million in current notes payable (net of discount).
Previous wording
Substantially all of our outstanding debt obligations matured on December 31, 2025 and remain unpaid, placing us in default. These defaults, together with the working-capital deficit, raise substantial doubt about our ability to continue as a going concern within one year after the date these financial statements are issued. See Note 2 to the condensed consolidated financial statements for additional information.
Current wording
Substantially all of our outstanding debt obligations matured on December 31, 2025 and, except for new obligations settled through the issuance of common stock in April, May, and July 2026, remain unpaid, placing us in default. These defaults, together with the working-capital deficit, raise substantial doubt about our ability to continue as a going concern within one year after the date these financial statements are issued. See Note 2 to the condensed consolidated financial statements for additional information.
Previous wording
On May 5, 2026, we received a notice from Nasdaq indicating that we no longer satisfy the minimum shareholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). We intend to submit a compliance plan within the required 45-day period and are evaluating strategic options to regain compliance.
Current wording
On May 5, 2026, we received a notice from Nasdaq indicating that we no longer satisfy the minimum shareholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1). A compliance plan was submitted within the required 45-day period.
Previous wording
At March 31, 2026, current ratio, which equals Total current assets divided by Total current liabilities, was 0.04, a decrease of 0.01, compared to current ratio of 0.05 at December 31, 2025. At March 31, 2026, working capital (deficit), which equals Total current assets less Total current liabilities, was $(57.8) million, an increase of $3.0 million, compared to working capital deficit of $(54.8) million at December 31, 2025. The decrease in current ratio and working capital was primarily due to an increase in accounts payable, a decrease in net accounts receivable due to large allowances, partially offset by a decrease in other current asset and an increase in other current liabilities.
Current wording
As of June 30, 2026, current ratio, which equals Total current assets divided by Total current liabilities, was 0.01, an decrease of 0.04, compared to current ratio of 0.05 as of December 31, 2025. As of June 30, 2026, working capital (deficit), which equals Total current assets less Total current liabilities, was $13.6 million, a decrease of $41.2 million, compared to working capital deficit of $54.8 million as of December 31, 2025. The improvement in the current ratio and the decrease in the working capital deficit were primarily due to the deconsolidation of Sadot Latam.
Previous wording
While the Company maintains a base of current assets, including inventories and receivables, the timing and certainty of converting these assets into cash has presented operational challenges and led the business to increase borrowing to cover collection delays. During the three months ended March 31, 2026 the company increased its net borrowing by $0.9 million.
Current wording
While the Company maintains a base of current assets, including inventories and receivables, the timing and certainty of converting these assets into cash has presented operational challenges and led the business to participate in several transactions during the second quarter of 2026.
Previous wording
The September 23, 2025 Helena Purchase Agreement provides potential access to up to $10 million but carries material cash obligations: $100,000 liquidated damages per 30-day period if the $2 million Threshold Amount is not met within six months of registration effectiveness, plus 2.0% monthly penalties for registration delays. These cash payments, combined with the Company’s negative working capital ($(6,982) thousand as of December 31, 2025 and debt maturities, increase liquidity pressure. The registration statement was initially filed but subsequently withdrawn. The original filing deadline was October 8, with the Form S-1 ultimately filed on November 14 and an effectiveness deadline of December 23. As a result of not meeting the required timelines, a penalty equal to 2% of the commitment amount was incurred, payable on the date of the triggering event and continuing on a monthly basis thereafter. As of March 31, 2026, the Company has accrued approximately $1.2 million related to these penalties, which is included in accrued expenses.
Current wording
The September 23, 2025 Helena Purchase Agreement provides potential access to up to $10 million but carries material cash obligations: $100,000 liquidated damages per 30-day period if the $2 million Threshold Amount is not met within six months of registration effectiveness, plus 2.0% monthly penalties for registration delays. These cash payments, combined with the Company’s negative working capital $(54,801) thousand as of December 31, 2025 and debt maturities, increase liquidity pressure. The registration statement was initially filed but subsequently withdrawn. The original filing deadline was October 8, 2025, with the Form S-1 ultimately filed on November 14, 2025 and an effectiveness deadline of December 23, 2025. As a result of not meeting the required timelines, a penalty equal to 2% of the commitment amount was incurred, payable on the date of the triggering event and continuing on a monthly basis thereafter. As of June 30, 2026, the Company has accrued approximately $1.8 million related to these penalties, which is included in accrued expenses. Subsequent to June 30, 2026, a settlement was reached whereby the Company paid Helena for $350 thousand and the agreement was canceled.
Previous wording
On November 20, 2025, the Company entered into a settlement agreement with Aggia LLC FZ that requires a cash payment of $75,000 and the issuance of 1,050,000 shares of common stock. The Company has issued 257,000 shares to date, with the remaining 793,000 shares subject to shareholder approval under Nasdaq Rule 5635(d). As of December 31, 2025, the Company has accrued a liability for the remaining 793,000 shares within accrued expenses. The settlement also resulted in the cancellation of outstanding promissory notes previously issued to Aggia. From a liquidity perspective, the settlement required a modest cash outflow of $75,000, with no additional contractual cash obligations, and therefore does not represent a significant ongoing use of cash resources. However, the settlement impacts capital resources by reducing outstanding debt obligations through the cancellation of the promissory notes and increasing reliance on equity-based financing. The issuance of the remaining shares will result in dilution to existing shareholders and may impact the Company’s ability to raise additional equity capital. Subsequent to March 31, 2026, the Company received shareholder approval for the issuance of the remaining 793,000 shares, satisfying the approval requirement under Nasdaq Rule 5635(d).
Current wording
On November 20, 2025, the Company entered into a settlement agreement with Aggia LLC FZ that requires a cash payment of $75,000 and the issuance of 1,050,000 shares of common stock. The Company has issued 257,000 shares in December 2025, with the remaining 793,000 shares issued in May 2026 after we received shareholder approval under Nasdaq Rule 5635(d). As of June 30, 2026, the Company has no accrued liability as all shares have been issued. The settlement also resulted in the cancellation of outstanding promissory notes previously issued to Aggia. From a liquidity perspective, the settlement required a modest cash outflow of $75,000, with no additional contractual cash obligations, and therefore does not represent a significant ongoing use of cash resources.
Previous wording
Sources and Uses of Cash for the Three Months Ended March 31, 2026 and 2025
Current wording
Sources and Uses of Cash for the Three and Six Months Ended June 30, 2026 and 2025
Previous wording
For the three months ended March 31, 2026, Net cash used in operating activities from continuing operation was $0.8 million compared to $3.0 million provided by operating activities for the three months ended March 31, 2025. Net cash used in operating activities from discontinued operations was nil and Net cash provided by operating activities from discontinued operations was $8.0 thousand, respectively, for the three months ended March 31, 2026 and 2025. Our Net cash used for the three months ended March 31, 2026, was primarily attributable to our Net loss of $4.9 million, adjusted for net non-cash income in the aggregate amount of $0.8 million and $3.3 million of Net cash used by changes in the levels of operating assets and liabilities. Our Net cash provided for the three months ended March 31, 2025, was primarily attributable to our Net income of $0.8 million, adjusted for net non-cash income in the aggregate amount of $19.8 million and $23.6 million of Net cash used in changes in the levels of operating assets and liabilities.
Current wording
ended June 30, 2025, respectively. Our Net cash used for the three and six months ended June 30, 2026, was primarily attributable to our Net income of $40.1 million and $35.2 million, respectively, which included a non-cash gain on deconsolidation of subsidiary, offset by net non-cash income in the aggregate amount of $41.5 million and $39.9 million, respectively, and $782 thousand and $3.3 million, respectively, of Net cash provided by changes in the levels of operating assets and liabilities. For the six months ended June 30, 2025, our Net cash used was primarily attributable to Net income of $1.1 million, adjusted for net non-cash expense in the aggregate amount of $2.8 million, and $9.3 million of Net cash used in changes in the levels of operating assets and liabilities.
Previous wording
For the three months ended March 31, 2026 and 2025, Net cash used in investing activities was nil. Net cash provided by investing activities from discontinued operations for the three months ended March 31, 2026 and 2025 was nil and $1.0 million.
Current wording
For the three and six months ended June 30, 2026, Net cash provided by investing activities was $16 thousand and $16 thousand, respectively, arising entirely in the second quarter. Net cash provided by investing activities for the three and six months ended June 30, 2025 was $nil and $nil, respectively.
Previous wording
For the three months ended March 31, 2026, Net cash provided by financing activities from continuing operations was $0.8 million, consisting of proceeds from notes payable of $1.0 million, partially offset by repayments of various other notes payable of $0.2 million. Net cash used in financing activities from discontinued operations was nil and $20.0 thousand, respectively, for the three months ended March 31, 2026 and 2025. For the three months ended March 31, 2025, Net cash used in financing activities was $3.1 million, consisting of repayments of various other notes payable of $1.5 million partially offset by $4.6 million of proceeds from notes payable.
Current wording
For the six months ended June 30, 2026, Net cash provided by financing activities from continuing operations was $953 thousand, consisting of proceeds from notes payable of $1.0 million and proceeds from the issuance of preferred stock of $145 thousand, partially offset by repayments of various other notes payable of $182 thousand and payment of debt issuance costs of $10 thousand. For the three and six months ended June 30, 2025, Net cash provided by financing activities was $864 thousand and $4.0 million, respectively, consisting of proceeds from notes payable of $5.4 million and $10.0 million, respectively, partially offset by repayments of various other notes payable of $4.6 million and $6.0 million, respectively. Net cash used in financing activities from discontinued operations was $22 thousand and $42 thousand for the three and six months ended June 30, 2025, respectively; there were no financing cash flows from discontinued operations in the 2026 periods.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
Sales, general and administrative expenses for the three and six months ended June 30, 2026, totaled $0.9 million and $3.1 million, respectively, compared to $2.8 million and $5.9 million for the three and six months ended June 30, 2025, respectively. The $1.9 million and $2.8 million, respectively decrease was primarily attributable to lower personnel-related costs resulting from a reduced staff count, as well as reduced operating and consulting expenses due to Sadot Agri-Foods being unable to enter into additional trades because of limited working capital availability.
Current report — wording carried from elsewhere
Our gross (loss) profit totaled $0.0 million and $11.0 million for the six months ended June 30, 2026 and 2025, respectively. The $11.0 million decrease is primarily attributed to a decrease in Commodity sales partially offset by a decrease in Cost of goods sold.
Current report — wording carried from elsewhere
We generated Commodity sales of $0.0 million and $246.5 million for the six months ended June 30, 2026 and 2025, respectively. This represented a decrease of $246.5 million. This decrease is due to Sadot Agri Foods being unable to enter into additional trades because of lack of working capital.
Current report — wording carried from elsewhere
Stock-based expenses for the six months ended June 30, 2026, totaled $94 thousand compared to $1.8 million for the six months ended June 30, 2025, respectively. The $1.8 million decrease in Stock-based expenses is primarily the result of the termination of the service agreement with Aggia entered in November 2025.
Current report — wording carried from elsewhere
Other income for the six months ended June 30, 2026 and 2025, totaled $38.6 million and $2.2 million expense, respectively. The other income was primarily attributable to the recognition of Gain on Deconsolidation of Sadot Latam of $42.4 million, loss on litigation of $0.6 million, all of which were not present in the prior year, partially offset by a $0.9 million increase in Interest expense, net.