Business Organization and Nature of Operations |
6 Months Ended |
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Jun. 30, 2026 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Business Organization and Nature of Operations |
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 of the assets of its Sadot Food Services segment to MARV Brands. The results of the Sadot Food Services segment were presented as discontinued operations in prior periods but are no longer presented as discontinued operations in the current period. Effective June 26, 2026, the Company completed the sale of one hundred percent (100%) of the membership interests of Sadot Latam LLC and ceased to consolidate that entity from and after that date. Please see Note 6 - Disposition and Deconsolidation of Sadot Latam LLC for further details. Additionally, during June and July 2026, the Company acquired intellectual property and related technology assets. These transactions are part of the Company’s ongoing strategic transformation toward an AI-powered technology-enabled business serving the global commodities industry.
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. During the period ended June 30, 2026, the Company further reduced the scope of its agri-commodity activities through the sale of Sadot Latam LLC.
Sadot Agri-Foods had operated, 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. In connection with the sale of Sadot Latam LLC, the Company conveyed to the purchaser fifty percent (50%) of any net collection amount from the Zambia receivable. Please see Note 19 – Commitments and contingencies for further details.
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.
In prior periods, the Sadot Restaurant Group, LLC (“Sadot Food Services”) operating segment met the criteria to be classified as held for sale and was presented in 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 remain as inactive shell entities with no ongoing operations and are not material to the consolidated financial statements.
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. The Company will no longer present discontinued operations for this segment in future periods. Please see Note 4 – Assets Held For Sale and Note 5 – Discontinued Operations for further details.
Reverse Stock Split
The Company has effected two reverse stock splits of its issued and outstanding common stock, a one-for-ten reverse stock split that became effective on September 15, 2025 (the “September 2025 Reverse Stock Split”), and a one-for-twenty reverse stock split effected on May 27, 2026 (the “May 2026 Reverse Stock Split”), referred to collectively herein as the “Reverse Stock Splits.”
September 2025
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 “September 2025 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 September 2025 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 September 2025 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 September 2025 Reverse Stock Split.
May 2026
On May 21, 2026, the Board of Directors of Sadot Group Inc. approved a one-for-twenty (1-for-20) reverse stock split of the Company’s issued and outstanding common stock (the “May 2026 Reverse Stock Split”). The May 2026 Reverse Stock Split was effected primarily to increase the per-share trading price of the common stock in order to regain and maintain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).
As a result of the May 2026 Reverse Stock Split, every twenty shares of common stock issued and outstanding on the effective date were automatically combined into one share of common stock. The May 2026 Reverse Stock Split affected all stockholders uniformly and did not alter any stockholders’ percentage ownership interest, except for immaterial changes resulting from the treatment of fractional shares. No fractional shares were issued in connection with the May 2026 Reverse Stock Split; stockholders who would otherwise have been entitled to a fractional share instead received a cash payment in lieu thereof. The number of authorized shares of common stock was reduced proportionately from 250,000,000 shares to 12,500,000 shares, and the par value per share remained unchanged at $0.0001. The Reverse Stock Splits did not affect the Company’s authorized or issued preferred shares.
All share and per-share amounts presented in the accompanying condensed consolidated financial statements and related notes, including the number of shares of common stock issued and outstanding, weighted-average shares outstanding, net loss per share, and shares underlying outstanding stock options, warrants, and other equity awards, have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented. The exercise prices and the number of shares issuable under the Company’s outstanding stock options, warrants, and equity incentive plans were proportionately adjusted in accordance with their respective terms to reflect the Reverse Stock Splits.
Closed Offices
During the fourth quarter of 2025, the Company began shutting down non-cash-flow-generating offices, namely its offices in Korea, Brazil and Canada, which had supported its agri-food sourcing and trading operations. Operations at all such locations have ceased. The Company is in the process of winding down the related legal entities, which is expected to continue through 2026.
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