v3.25.2
Equity
 6 Months Ended
Jun. 30, 2025
Equity [Abstract]  
Equity
21.    Equity
Stock Option and Stock Issuance Plan
2021 Plan
The Company’s board of directors and shareholders approved and adopted on October 7, 2021 the 2021 Equity Incentive Plan (“2021 Plan”), effective on September 16, 2020, under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2021 Plan, the Company reserved 150,000 shares of common stock for issuance. As of June 30, 2025, 65,643 shares have been issued and 54,357 options to purchase shares have been awarded under the 2021 Plan.
2023 Plan
The Company’s board of directors and shareholders approved and adopted on February 28, 2023, the 2023 Equity Incentive Plan (“2023 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2023 Plan, the Company reserved 250,000 shares of common stock for issuance. As of June 30, 2025, 242,404 shares have been issued and 6,893 option to purchase shares have been awarded under the 2023 Plan.
2024 Plan
The Company’s board of directors and shareholders approved and adopted on December 20, 2023, the 2024 Equity Incentive Plan (“2024 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2024 Plan, the Company reserved 750,000 shares of common stock for issuance. As of June 30, 2025, 682,133 shares have been issued under the 2024 Plan.
Common Stock Issuances
On January 4, 2024, the Company authorized the issuance of 10,564 shares of common stock to the members of the board of directors as compensation earned during the fourth quarter of 2023.
On January 8, 2024, the Company authorized the issuance of 27,694 shares of common stock in connection with the conversion of notes payable.
On January 11, 2024, the Company authorized the issuance of 27,891 shares of common stock in connection with the conversion of notes payable.
On January 22, 2024, the Company authorized the issuance of 30,577 shares of common stock in connection with the conversion of notes payable.

On January 29, 2024, the Company authorized the issuance of 30,443 shares of common stock in connection with the conversion of notes payable.

On February 16, 2024, the Company authorized the issuance of 300 shares of common stock to a consultant for services rendered.

On February 16, 2024, the Company authorized the issuance of 30,572 shares of common stock in connection with the conversion of notes payable.

On March 15, 2024, the Company authorized the issuance of 60,885 shares of common stock in connection with the conversion of notes payable.

On March 20, 2024, the Company authorized the issuance of 76,077 shares of common stock in connection with the conversion of notes payable.

On March 28, 2024, the Company authorized the issuance of 7,950 shares of common stock to a consultant for services rendered.

On March 31, 2024, the Company vested 50,094 shares of common stock to Aggia as consulting fees earned during the fourth quarter of 2023.
On March 25, 2025, the Company authorized the issuance of 34,074 shares of common stock to consultants for services rendered.
On March 31, 2025, the Company vested 79,342 shares of common stock to Aggia as consulting fees earned during the first quarter of 2025.
On April 25, 2025, the company exchanged a note payable of $25.0 thousand for 18,939 shares of common stock.
On April 30, 2025, the company exchanged a note payable of $0.1 million for 49,242 shares of common stock.
On May 6, 2025, the company exchanged a note payable of $0.1 million for 42,735 shares of common stock.
On May 12, 2025, the company exchanged a note payable of $0.1 million for 48,558 shares of common stock.
On May 14, 2025, the company exchanged a note payable of $0.1 million for 57,692 shares of common stock.
On May 19, 2025, the company exchanged a note payable of $0.2 million for 150,000 shares of common stock.
On May 28, 2025, the company exchanged a note payable of $0.1 million for 104,167 shares of common stock.
On June 2, 2025, the company exchanged a note payable of $0.1 million for 111,111 shares of common stock.
On June 10, 2025, the company exchanged a note payable of $0.2 million for 166,667 shares of common stock.
On June 12, 2025, the company exchanged a note payable of $0.3 million for 300,000 shares of common stock.
On June 15, 2025, the company exchanged a note payable of $0.2 million for 190,000 shares of common stock.
On June 30, 2025, the Company authorized the issuance of 77,698 shares of common stock to consultants for services rendered.
Preferred Stock
Our authorized preferred stock consists of 10,000,000 shares of preferred stock, $0.0001 par value per share. As of June 30, 2025 there are no shares of preferred stock currently issued and outstanding.
Restricted Share Awards
Per Addendum 2, on July 14, 2023, the Company issued Restricted Share Awards ("RSA's") to Aggia. These RSA's are considered issued as of the effective date on April 1, 2023. Pursuant to the Services Agreement these RSA's vest on a progressive schedule, at a rate equal to the Net Income of Sadot Agri-Foods, calculated quarterly divided by $31.250, which for accounting purposes shall equal 40% of the net income of Sadot Agri-Foods, calculated quarterly divided by $12.50. Shares shall be considered issued and outstanding as of the effective date and Aggia shall hold rights associated with such Shares; provided, however, Shares not earned or purchased may not be transferred, offered, pledged, sold, subject to a contract to sell, granted any options for the sale of or otherwise disposed of, directly or indirectly. Aggia permanently waived the vesting of RSA's for the three months ended June 30, 2025. The total RSA's vested for Aggia for the six months ended June 30, 2025 were 79,342.
On June 30, 2025, there were 553,940 restricted share awards outstanding awarded to employees, consultants and the board of directors.
A summary of the activity related to the restricted share awards, is presented below:
 Total RSA'sWeighted-average
grant date
fair value
$
Unvested at, December 31, 2023909,87710.85 
Granted213,6002.95 
Forfeited—— 
Vested(247,098)9.70 
Unvested at June 30, 2024876,3799.32 
Unvested at December 31, 2024640,3297.08 
Granted238,9052.42 
Forfeited(90,923)3.44 
Vested(234,371)6.40 
Unvested at June 30, 2025553,9405.96 
Change in fair value of stock-based compensation on the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Income / (Loss) is made up of the difference between the agreed upon issuance price, per the servicing agreement with Aggia and the market price on the day of issuance. Change in fair value of stock-based
compensation was nil and $1.2 million for the three months ended June 30, 2025, and 2024, respectively, and $0.8 million and $1.7 million for the six months ended June 30, 2025 and 2024, respectively.
See Note 17 – Commitments and contingencies for further details on Restricted Share Awards.
Warrant and Option Valuation
The Company has computed the fair value of warrants and options granted using the Black-Scholes option pricing model. The expected term used for warrants and options issued to non-employees is the contractual life. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected term of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.
Options
A summary of option activity is presented below:
Weighted-average
exercise
price		Number of
options 		Weighted-average
remaining life
(in years)		Aggregate intrinsic value
$$’000
Outstanding, December 31, 202310.90 82,7504.26— 
Granted— —N/A— 
Exercised— —N/A— 
Forfeited15.10 (1,500)N/A— 
Outstanding, June 30, 202410.90 81,2503.67— 
Exercisable and vested, June 30, 20249.80 28,8123.55— 
Outstanding, December 31, 202410.84 81,2504.26— 
Granted— —N/A— 
Exercised— —N/A— 
Forfeited10.94 (20,000)N/A— 
Outstanding, June 30, 202510.80 61,2502.57— 
Exercisable and vested, June 30, 202510.15 33,927 2.50— 
Warrants
A summary of warrants activity during the six months ended June 30, 2025 and 2024 is presented below:
Weighted-average
exercise
price		Number of
warrants 		Weighted-average
remaining life
(in years)		Aggregate intrinsic value
$$’000
Outstanding, December 31, 202319.69 1,737,9892.61— 
Granted— —N/A— 
Exercised— —N/A— 
Forfeited29.10 (135,814)N/A— 
Outstanding, June 30, 202418.90 1,602,1752.31— 
Exercisable, June 30, 202418.90 1,602,1752.31— 
Outstanding, December 31, 202418.62 1,593,0201.82— 
Granted— —N/A— 
Exercised— —N/A— 
Forfeited60.00 (12,321)N/A— 
Outstanding, June 30, 202518.30 1,580,6991.34— 
Exercisable, June 30, 202518.30 1,580,6991.34— 
Stock-Based Compensation Expense
Stock-based compensation related to restricted stock issued to employees, directors and consultants amounted to $0.4 million for the three months ended June 30, 2025, of which $0.1 million, were executive compensation, $0.1 million were given to the board of directors, $0.2 million were given to consultants for services rendered and nil were stock-based consulting expenses paid to related party.
Stock-based compensation related to restricted stock issued to employees, directors and consultants, warrants and warrants to consultants amounted to $1.9 million for the three months ended June 30, 2024, of which $0.1 million, were executive compensation, $35.2 thousand, were given to the board of directors, $0.1 million were given to consultants for services rendered and $1.7 million were stock-based consulting expenses paid to related party.
Stock-based compensation related to restricted stock issued to employees, directors and consultants amounted to $1.8 million for the six months ended June 30, 2025, of which $0.3 million, were executive compensation, $0.2 million were given to the board of directors, $0.4 million were given to consultants for services rendered and $1.0 million were stock-based consulting expenses paid to related party.
Stock-based compensation related to restricted stock issued to employees, directors and consultants, warrants and warrants to consultants amounted to $2.7 million for the six months ended June 30, 2024, of which $0.1 million, were executive compensation, $0.1 million were given to the board of directors, $0.2 million were given to consultants for services rendered and $2.4 million were stock-based consulting expenses paid to related party.