1.       Business Organization and Nature of Operations

Sadot Group Inc. (“Sadot Group” or “SGI” or together with its subsidiaries, the “Company”), a Nevada corporation was incorporated in Nevada on October 25, 2019. In late 2022, SGI was planning to transform from a U.S.-centric restaurant business into a global organization focused on the Agri-food commodity supply chain. Effective July 27, 2023, we changed our company name from Muscle Maker, Inc., to Sadot Group Inc. Sadot Group is headquartered in Burleson, Texas with subsidiary operations throughout the United States, Brazil, Canada, Colombia, India, Israel, Singapore, Ukraine, United Arab Emirates and Zambia. Effective December 4, 2025, the Company completed the sale of substantially all assets of its Sadot Food Services segment due to the discontinued operations and sale of its remaining food service group to Marv Brands on December 4, 2025.

Sadot LLC (“Sadot Agri-Foods”): Sadot Group’s operating unit was intended to be a global agri-foods company engaged in farming, commodity trading and shipping of food and feed (e.g., soybean meal, wheat and corn) via dry bulk cargo ships across global markets. Sadot Agri-Foods competes with the ABCD commodity companies (ADM, Bunge, Cargill and Louis Dreyfus) as well as various regional organizations. During 2025, the Company undertook a series of actions to streamline its operations, including the closure of certain offices in Korea, Canada and Brazil, and the divestiture of its food services activity to MARV Brands on December 4, 2025.

Sadot Agri-Foods also operates, through a majority-owned subsidiary, a roughly 5,000 acre farm in Zambia focused on commodities such as wheat, soy and corn, alongside high-value tree crops such as avocado and mango. During the fourth quarter of 2025, the Company experienced significant legal and regulatory challenges related to this operation, including an adverse judgment in local courts resulting in the loss of its interest in the Zambia farm. The Company has appealed this judgment and is seeking recovery of approximately $3.5 million. The appeals process is ongoing and is expected to be resolved within approximately 12 months; however, there can be no assurance as to the outcome.

The Company continues to evaluate its agri-food operations and broader supply chain opportunities, while also assessing alternative business strategies and sectors that may be more conducive to long-term shareholder value creation.

Sadot Restaurant Group, LLC (“Sadot Food Services”): Sadot Food Services previously held three concepts, including two fast casual restaurant brands, Pokémoto and Muscle Maker Grill, as well as a subscription-based fresh prepared meal concept, SuperFit Foods. SuperFit Foods was sold in August 2024. Throughout 2024, the Company sold, converted to franchise locations, or closed its remaining corporate-owned restaurants. As a result, by the end of 2024, the Company primarily operated as a franchisor for the Pokémoto and Muscle Maker Grill brands.

In prior periods, the Sadot Food Services operating segment met the criteria to be classified as held for sale and was presented as discontinued operations.

On December 4, 2025, the Company and its wholly-owned subsidiaries, Pokemoto LLC, Poke Co Holdings, LLC, and Muscle Maker Development, LLC (collectively, the “Sellers”), completed the sale of substantially all of the assets related to the Pokémoto and Muscle Maker Grill franchise businesses (the “Business”) to MARV Brands of America LLC and MARV Brands Inc. (collectively, the “Buyers”), pursuant to an Asset Purchase Agreement dated December 4, 2025. The assets sold included franchise agreements, intellectual property (including trademarks, recipes, operations manuals and brand standards), marketing funds, gift card balances and other related assets. The subsidiaries comprising the Sadot Food Services segment were not sold.

As a result of the transaction, the Company has exited its restaurant and franchise operations. The results of the Sadot Food Services segment continue to be presented as discontinued operations for all periods presented. Please see Note 4 – Assets held for sale and Note 5 – Discontinued operations for further details.

Reverse Stock Split

On September 9, 2025, the Company filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State to effect a reverse stock split of the Company’s common stock at a ratio of one-for-ten (the “Reverse Stock Split”), which became effective 12:01 am eastern on September 15, 2025. The company did so to regain compliance with Nasdaq listing requirements. As a result of the Reverse Stock Split, every 10 shares of the Company’s common stock issued and outstanding on the effective date were consolidated into one issued and outstanding share. All shareholders who would have otherwise received fractional shares as a result of the Reverse Stock Split received cash in lieu of any fractional share interests. There was no change in the par value of the Company’s common stock. All share and per share amounts included in these condensed consolidated financial statements have been adjusted to reflect the Reverse Stock Split.

Closed Offices

During the fourth quarter of 2025, the Company began shutting down non-cashflow-generating offices, namely its offices in Brazil and Canada, which had supported its agri-food sourcing and trading operations. Operations at both locations have ceased. The Company is in the process of winding down the related legal entities, which is expected to continue through 2026.

Working Capital

We measure our liquidity in a number of ways, including the following:

(1) Consists of VAT, prepaid expenses, and current notes receivable.

(2) Consists of Operating lease liability and other current liabilities.

(3) Working Capital is defined as Total current assets less Total current liabilities

(4) Current ratio is defined as Total current assets divided by Total current liabilities