Sadot Group Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
View on SEC.govAbout this filing
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 Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001731122-26-000746
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001731122-26-001064
Item 1A. Risk FactorsThe 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 211 previous paragraphs and 137 current paragraphs.
124 unchanged; 5 reworded; 8 added; 82 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 30 previous and 31 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 (8)
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
Our July 2026 senior secured convertible note facility and equity purchase facility impose significant obligations on us, are secured by substantially all of our assets and may result in substantial dilution to our shareholders.
Current report
On July 16, 2026, we entered into a securities purchase agreement providing for the issuance of up to $100,000,000 in aggregate principal amount of senior secured convertible notes at a purchase price of $900 per $1,000 of principal amount, and issued $4,000,000 in aggregate principal amount of notes at an initial closing on that date. We also entered into an equity purchase facility agreement under which we may sell to the investor thereunder up to $100,000,000 of newly issued shares of our common stock. The notes bear interest at 8.25% per annum (17.25% upon an event of default), mature on July 16, 2028, and are convertible at a fixed conversion price, initially $17.81 per share, subject to adjustment , and the note documents include a variable price mechanism, subject to a floor price of $2.85 per share, that may result in conversions at prices below the then-current market price of our common stock and in the issuance of a substantially greater number of shares than would be issuable at the fixed conversion price. Our obligations under the notes are secured by a lien on substantially all of our assets and are guaranteed by our subsidiaries, and the note documents contain covenants that restrict our operations, including a covenant requiring us to maintain minimum available cash of $750,000, measured quarterly beginning with the quarter ending September 30, 2026. If we fail to comply with these covenants or otherwise default, the noteholder could accelerate the notes at a premium and foreclose on our assets. In addition, conversions of the notes and sales of common stock under the equity purchase facility may cause substantial dilution to existing shareholders and could depress the market price of our common stock.
Current report
We do not currently have a sufficient number of authorized and unissued shares of common stock to cover all shares issuable under our outstanding and committed securities, and we will require stockholder approvals, including of an increase in our authorized common stock and of one or more further reverse stock splits, in connection with our July 2026 financings.
Current report
Following the 1-for-20 reverse stock split effected in May 2026, we are authorized to issue 12,500,000 shares of common stock. The shares of common stock issuable upon conversion of the senior secured convertible notes and upon sales under the equity purchase facility, together with shares reserved under our other outstanding securities and equity incentive plans, may exceed our currently available authorized and unissued shares. We have agreed to seek stockholder approval of, among other things, an increase in our authorized shares of common stock, authorization of one or more reverse stock splits at ratios ranging from 5-to-1 up to 250-to-1, and the issuance of shares under the notes and the equity purchase facility in excess of 19.99% of our outstanding common stock in accordance with Nasdaq Listing Rule 5635. If our stockholders do not approve these proposals, we may be unable to satisfy our obligations under the July 2026 financings or to raise additional capital, which could result in defaults and penalties thereunder and could have a material adverse effect on our liquidity and our ability to continue as a going concern.
Current report
On April 13, 2026, at our Annual Meeting of Shareholders, our shareholders approved an amendment to our Articles of Incorporation to increase the number of authorized shares of our common stock. In May 2026, the Company effected a 1-for-20 reverse stock split, which proportionately reduced the number of authorized shares of common stock to 12,500,000. All share and per share amounts have been retroactively adjusted to reflect the reverse stock split.
Current report
As of June 30, 2026, a substantial portion of the Company’s authorized shares of common stock was issued and outstanding or reserved for issuance under outstanding warrants, equity awards, preferred stock conversion rights, and other contractual commitments. Accordingly, the Company’s ability to issue additional shares of common stock for future equity financings, acquisitions, strategic initiatives, or other corporate purposes may be limited by the number of authorized shares available for issuance.
Current report
The availability of authorized but unissued shares is an important component of the Company’s ability to raise capital and pursue strategic transactions, including mergers, acquisitions, joint ventures, strategic partnerships, and other business combinations. However, the Company’s ability to pursue these opportunities using equity consideration is dependent upon the availability of authorized shares.
Removed paragraphs (82)
Previous report
An adverse judgment in Zambian courts regarding our majority-owned farm operations resulting in the loss of our interest in approximately 5,000 acres; we have appealed the judgment and are seeking recovery of approximately $3.5 million. The appeals process is ongoing and the ultimate outcome is uncertain.
Previous report
On April 13, 2026, at our Annual Meeting of Shareholders, our shareholders approved an amendment to our Articles of Incorporation to increase the number of authorized shares of our common stock from 2,000,000 to 250,000,000. This approval provides the Company with significantly greater flexibility to raise capital, explore M&A opportunities, issue equity for strategic initiatives, and grant equity awards under our equity incentive plans.
Previous report
As of the date of the annual meeting, a substantial portion of our previously authorized shares was either issued and outstanding or reserved for issuance under our equity incentive plans, outstanding warrants, or other commitments. With the increase in authorized shares, the Company now has sufficient capacity to issue new common stock in connection with future equity financings, including public offerings, at-the-market programs, private placements, or other capital-raising transactions.
Previous report
In addition, the increase in authorized shares strengthens our ability to pursue mergers, acquisitions, joint ventures, strategic partnerships, or other business combinations that may enhance our market position, expand our product or service offerings, or generate long-term shareholder value. The availability of additional shares allows the Company to use equity as consideration in transactions where potential targets or partners require or prefer equity, improving our competitiveness for such opportunities.
Previous report
Overall, the shareholder approval of this amendment materially enhances the Company’s ability to finance operations and pursue strategic initiatives, while also introducing potential dilution that shareholders should consider.
Previous report
We Face Material Liquidated Damages Obligations and Dilution Risk Under the Purchase Agreement with Helena Global Investment Opportunities I Ltd., Which Could Adversely Affect Our Liquidity, Financial Condition, and Stock Price.
Previous report
On September 23, 2025, the Company entered into a Purchase Agreement (the “Helena Purchase Agreement”) with Helena Global Investment Opportunities I Ltd. (“Helena”), pursuant to which the Company has the right, but not the obligation, to sell up to $10,000,000 (the “Commitment Amount”) of its common stock to Helena from time to time, subject to certain limitations and conditions. Sales occur through Advance Notices at a purchase price equal to 97% of the lowest daily closing VWAP during the Pricing Period (subject to further downward adjustments if intra-day VWAP volatility exceeds 7%), resulting in immediate dilution to existing shareholders.
Previous report
Pursuant to the Helena Purchase Agreement, if the Company has not submitted Advance Notices in an aggregate amount of at least $2,000,000 (the “Threshold Amount”) prior to the date that is six (6) months following the effective date of the registration statement covering the shares, the Company shall pay Helena liquidated damages of**$100,000** for every 30-day period thereafter until the Threshold Amount is met. Additionally, if the registration statement is not filed by the Filing Deadline or declared effective by the Effectiveness Deadline, the Company must pay Helena partial liquidated damages equal to 2.0% of the Commitment Amount on each such Event Date and on each monthly anniversary thereafter. These liquidated damages are payable in cash and are not penalties, but they represent non-operating cash outflows that could materially strain the Company’s already limited liquidity and exacerbate the substantial doubt about its ability to continue as a going concern
Previous report
The Helena Purchase Agreement also contains strict limitations, including an Ownership Limitation (Helena cannot exceed 4.99% beneficial ownership), a Registration Limitation, and an Exchange Cap (19.99% of outstanding shares unless shareholder approval is obtained). Failure to satisfy these conditions or the registration requirements could prevent the Company from accessing the facility entirely, forcing it to seek alternative (and potentially more expensive) financing. Moreover, the issuance of 13,849 Commitment Fee Shares (plus potential Make-Whole Shares if the post-effectiveness closing price is below the reference price) and the 1.25% cash fee to the Placement Agent further dilute existing shareholders.
Previous report
Any payment of liquidated damages, inability to draw on the facility, or perception of ongoing dilution could have a material adverse effect on the Company’s liquidity, financial condition, results of operations, and the market price of its common stock. There can be no assurance that the Company will meet the Threshold Amount or registration deadlines, or that it will be able to utilize the facility on favorable terms.
Previous report
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Previous report
Issuance of Stock
Previous report
On January 4, 2024, the Company authorized the issuance of 1,056 shares of common stock to the members of the board of directors as compensation earned during the fourth quarter of 2023.
Previous report
On January 8, 2024, the Company authorized the issuance of 2,769 shares of common stock in connection with the conversion of notes payable.
Previous report
On January 11, 2024, the Company authorized the issuance of 2,789 shares of common stock in connection with the conversion of notes payable.
Previous report
On January 22, 2024, the Company authorized the issuance of 3,058 shares of common stock in connection with the conversion of notes payable.
Previous report
On January 29, 2024, the Company authorized the issuance of 3,044 shares of common stock in connection with the conversion of notes payable.
Previous report
On February 16, 2024, the Company authorized the issuance of 30 shares of common stock to a consultant for services rendered.
Previous report
On February 16, 2024, the Company authorized the issuance of 3,057 shares of common stock in connection with the conversion of notes payable.
Previous report
On March 15, 2024, the Company authorized the issuance of 6,089 shares of common stock in connection with the conversion of notes payable.
Previous report
On March 20, 2024, the Company authorized the issuance of 7,608 shares of common stock in connection with the conversion of notes payable.
Previous report
On March 28, 2024, the Company authorized the issuance of 795 shares of common stock to a consultant for services rendered.
Previous report
On March 31, 2024, the Company vested 5,009 shares of common stock to Aggia as consulting fees earned during the fourth quarter of 2023.
Previous report
On June 30, 2024, the Company vested 13,990 shares of common stock to Aggia as consulting fees earned during the first quarter of 2024.
Previous report
On August 14, 2024, the Company authorized the issuance of 5,498 shares of common stock in connection with the conversion of notes payable.
Previous report
On August 19, 2024, the Company authorized the issuance of 10,425 shares of common stock in connection with the conversion of notes payable.
Previous report
On August 26, 2024 the Company authorized the issuance of 4,750 shares of common stock to a consultant for services rendered.
Previous report
On September 27, 2024, the Company authorized the issuance of 6,255 shares of common stock in connection with the conversion of notes payable.
Previous report
On September 30, 2024, the Company vested 12,115 shares of common stock to Aggia as consulting fees earned during the second quarter of 2024.
Previous report
On December 3, 2024, the Company entered into a Purchase Agreement (the “Purchase Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with institutional investors (“Purchasers”) and issued an aggregate of $3.75 million aggregate principal amount of convertible senior notes due in 2025 (the “Notes”) for aggregate gross proceeds of approximately $3.0 million, before deducting fees to the placement agent and other expenses payable by the Company (the “Offering”). RBW Capital Partners LLC, offering all securities through Dominari Securities LLC, served as the exclusive placement agent for the Offering. The Offering closed on December 4, 2024. Pursuant to the Purchase Agreement, the Notes were issued with an original issue discount of 20%. The Notes matured on December 4, 2025, unless earlier converted upon the satisfaction of certain conditions. The conversion price of the Notes is $41.0 per share of common stock. The Notes include a “Most Favored Nation” clause which grants to the Purchasers the right to claim better conversion terms should the Company provide such to any as long as the Notes are outstanding. The Purchasers will be prohibited from effecting a conversion of the Notes to the extent that, as a result of such conversion, a Purchaser would beneficially own more than 9.99% of the shares of common stock outstanding immediately after giving effect to such conversion. The Company agreed to register the shares of common stock underlying the Notes for resale under a Registration Statement on Form S-3, pursuant the Securities Act of 1933. The Notes contain a covenant prohibiting the Company to incur, guarantee or assume any indebtedness, other than certain permitted indebtedness, create or allow or suffer any mortgage, lien, security interest or other encumbrance on its property or assets , other than permitted liens, redeem, defease, repurchase, repay or make any payments in respect of any indebtedness if at the time such payment is due or is otherwise made or, after giving effect to such payment, an event of default under the Notes has occurred and is continuing, declare or pay any cash dividend or distribution on any stock or other equity interest of the Company, or make, any change in the nature of its business or modify its corporate structure or purpose. The Notes contain customary events of default and customary penalties for the Company’s failure to issue conversion shares on a timely basis. The Registration Rights Agreement contains customary penalties for our failure to file the registration statement or cause it to become effective on a timely basis and for certain other events.
Previous report
On December 31, 2024, the Company vested 16,041 shares of common stock to Aggia as consulting fees earned during the fourth quarter of 2024.
Previous report
On March 25, 2025, the Company authorized the issuance of 3,407 shares of common stock to consultants for services rendered.
Previous report
On March 31, 2025, the Company vested 7,934 shares of common stock to Aggia as consulting fees earned during the first quarter of 2025.
Previous report
On April 25, 2025, the Company exchanged a note payable of $25.0 thousand for 1,894 shares of common stock.
Previous report
On April 30, 2025, the Company exchanged a note payable of $0.1 million for 4,924 shares of common stock.
Previous report
On May 6, 2025, the Company exchanged a note payable of $0.1 million for 4,274 shares of common stock.
Previous report
On May 12, 2025, the Company exchanged a note payable of $0.1 million for 4,856 shares of common stock.
Previous report
On May 14, 2025, the Company exchanged a note payable of $0.1 million for 5,769 shares of common stock.
Previous report
On May 19, 2025, the Company exchanged a note payable of $0.2 million for 15,000 shares of common stock.
Previous report
On May 28, 2025, the Company exchanged a note payable of $0.1 million for 10,416 shares of common stock.
Showing the first 40 of 82 passages. Open the source sections for the rest.
Reworded paragraphs (5)
Previous wording
On May 5, 2026, we received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC stating that we no longer satisfy the minimum shareholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) because our shareholders’ equity as of December 31, 2025 was approximately $(54.7) million. We have 45 calendar days to submit a compliance plan and, if accepted, may receive an extension of up to 180 days to regain compliance. In addition, our common stock is currently trading below $1.00 per share, which places us at risk of failing to meet the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). If our compliance plan is not accepted, we fail to regain compliance with either the shareholders’ equity or minimum bid price requirements within the allotted time (including any applicable grace periods or extensions), or we otherwise fail to satisfy continued listing standards, our common stock may be delisted from The Nasdaq Capital Market. Delisting would likely have a material adverse effect on the liquidity and market price of our common stock, our ability to raise additional capital, and our ability to continue as a going concern.
Current wording
On May 5, 2026, we received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC stating that we no longer satisfy the minimum shareholders’ equity requirement under Nasdaq Listing Rule 5550(b)(1) because our shareholders’ equity as of December 31, 2025 was approximately $(54.7) million. We submitted a compliance plan within the required 45-day period and, as described below, on August 3, 2026 the Staff determined that the Company complies with the stockholders’ equity requirement, subject to the condition described below. In addition, in May 2026 we effected a 1-for-20 reverse stock split in order to regain and maintain compliance with the $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2), and there can be no assurance that our common stock will continue to trade at levels sufficient to maintain compliance with that requirement. If our compliance plan is not accepted, we fail to regain compliance with either the shareholders’ equity or minimum bid price requirements within the allotted time (including any applicable grace periods or extensions), or we otherwise fail to satisfy continued listing standards, our common stock may be delisted from The Nasdaq Capital Market. Delisting would likely have a material adverse effect on the liquidity and market price of our common stock, our ability to raise additional capital, and our ability to continue as a going concern.
Previous wording
As of March 31, 2026, we had a working capital deficit of $57.8 million and an accumulated deficit of $181.5 million. We have incurred significant net losses and negative cash flows from operations. These conditions, together with the defaults on our outstanding debt obligations (see below), raise substantial doubt about our ability to continue as a going concern within one year after the date these financial statements are issued. Our condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. If we are unable to raise additional capital on acceptable terms, we may be forced to scale back or cease operations altogether.
Current wording
As of June 30, 2026, we had a working capital deficit of $13.6 million and an accumulated deficit of $141.4 million. We have incurred significant net losses and negative cash flows from operations. These conditions, together with the defaults on our outstanding debt obligations (see below), raise substantial doubt about our ability to continue as a going concern within one year after the date these financial statements are issued. Our condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. If we are unable to raise additional capital on acceptable terms, we may be forced to scale back or cease operations altogether.
Previous wording
Substantially all of our outstanding notes payable (approximately $11.1 million net of discount as of March 31, 2026) matured on December 31, 2025 and remain unpaid. These obligations are currently in default. The defaults have triggered cross-default provisions and increase the risk of acceleration of indebtedness, foreclosure on collateral (including any pledged accounts receivable under our factoring arrangement), and additional litigation. We are actively seeking to refinance or restructure these obligations, but there can be no assurance that we will be successful on acceptable terms or at all.
Current wording
As of June 30, 2026, approximately $5.3 million of the Company’s outstanding notes payable (net of discount) were in default. The remaining $3.9 million of notes payable, which were issued in June 2026, were not in default. These defaults increase the risk of acceleration of indebtedness, foreclosure on collateral securing certain obligations, and additional litigation. The Company is actively seeking to refinance, restructure, or otherwise satisfy these obligations; however, there can be no assurance that it will be successful on acceptable terms, or at all.
Previous wording
The Company may seek to raise additional capital to fund operations, strategic initiatives, or other corporate purposes. On April 13, 2026, our shareholders approved an amendment to our Articles of Incorporation to increase the number of authorized shares of common stock from 2,000,000 to 250,000,000. This increase provides the Company with flexibility to issue additional common stock for equity financing, acquisitions, or equity compensation.
Current wording
The Company may seek to raise additional capital to fund operations, strategic initiatives, or other corporate purposes. On April 13, 2026, our shareholders approved an amendment to our Articles of Incorporation to increase the number of authorized shares of common stock. Following the 1-for-20 reverse stock split effected in May 2026, the Company is authorized to issue 12,500,000 shares of common stock. The Company may issue additional shares of common stock in connection with equity financings, acquisitions, equity compensation, or other corporate purposes, subject to the availability of authorized shares and, where applicable, shareholder approval.
Previous wording
While this approval enhances strategic and financing flexibility, future issuances of common stock, whether for financing, acquisitions, or equity compensation, may result in substantial dilution to existing shareholders. Such dilution could materially reduce net income (loss) per share and impact shareholder ownership percentages.
Current wording
Future issuances of common stock, whether for financing, acquisitions, preferred stock conversions, warrant exercises, or equity compensation, may result in substantial dilution to existing shareholders. Such dilution could materially reduce net income (loss) per share and decrease existing shareholders’ ownership percentages.