Financial Performance - Commodity sales for Q3 2025 were $272,000, a significant decline from $200.9 million in Q3 2024, indicating a drop of approximately 99.9% year-over-year[308] - Gross loss for Q3 2025 was $6.34 million compared to a gross profit of $7.66 million in Q3 2024, reflecting a negative swing of approximately 182.8%[308] - Net loss for Q3 2025 was $15.26 million, compared to a net income of $1.09 million in Q3 2024, representing a year-over-year decline of approximately 1,500%[321] - EBITDA for Q3 2025 was $(14.35) million, a decrease from $2.86 million in Q3 2024, marking a decline of approximately 600%[321] - Commodity sales decreased to $0.3 million for the three months ended September 30, 2025, from $200.9 million in the same period of 2024, representing a decline of $200.6 million or 99.9%[326] - Gross loss totaled $6.3 million for the three months ended September 30, 2025, compared to a gross profit of $7.7 million for the same period in 2024, a decrease of $14.0 million or 182.8%[325] - Net loss attributable to Sadot Group Inc. was $15.2 million for the three months ended September 30, 2025, compared to a net income of $1.2 million in the same period of 2024, a change of $16.4 million or 1406.0%[322] - Net loss attributable to Sadot Group Inc. was $13.9 million in 2025, compared to a net income of $3.3 million in 2024, a change of $17.1 million or 524.2%[335] - Total other income/expense, net for 2025 was a loss of $3.1 million, compared to a loss of $0.3 million in 2024, an increase in loss of 1098.1%[345] Expenses and Costs - Sales, general and administrative expenses increased to $7.39 million in Q3 2025 from $3.42 million in Q3 2024, reflecting an increase of approximately 116.5%[308] - Cost of goods sold decreased to $6.6 million in Q3 2025 from $193.2 million in Q3 2024, a reduction of $186.6 million or 96.6%[328] - Sales, general and administrative expenses increased to $7.4 million in Q3 2025 from $3.4 million in Q3 2024, an increase of $4.0 million or 115.8%[331] - Stock-based expenses decreased to $0.6 million in Q3 2025 from $1.7 million in Q3 2024, a decrease of $1.1 million or 65.9%[330] - Depreciation and amortization expenses decreased to $22.0 thousand in Q3 2025 from $49.0 thousand in Q3 2024, a decrease of $27.0 thousand or 55.1%[329] - Stock-based expenses decreased by $2.0 million, from $4.4 million in 2024 to $2.4 million in 2025, a reduction of 45.1%[343] - Depreciation and amortization expenses decreased by 67.2%, from $0.2 million in 2024 to $0.1 million in 2025[342] Financial Position and Liquidity - Total assets as of September 30, 2025, were $72.96 million, down from $171.03 million as of September 30, 2024[333] - Working capital decreased to $(1.5) million in 2025 from $20.5 million in 2024, indicating a significant decline in liquidity[348] - Current ratio fell from 1.16 in 2024 to 0.97 in 2025, reflecting a decrease in the company's short-term financial health[348] - The working capital deficit was $1.5 million, a decrease of $22.0 million compared to a surplus of $20.5 million on December 31, 2024[352] - Net cash used in operating activities from continuing operations was $7.2 million for the nine months ended September 30, 2025, compared to a net cash provided of $1.4 million for the same period in 2024[359] - The company experienced a net loss of $14.2 million for the nine months ended September 30, 2025[359] - Current ratio decreased to 0.97 from 1.16 on December 31, 2024, indicating a decline in liquidity[352] Management and Strategic Actions - The company is experiencing significant trading difficulties, including capital constraints and legal disputes, which are impacting its business model and may lead to asset impairments in Q4 2025[309] - Sadot Group's management is actively assessing alternatives to address the current financial situation, with all options being evaluated[305] - Management is actively managing collections and negotiating repayment arrangements to support liquidity requirements[354] - There is substantial doubt about the company's ability to continue as a going concern within one year after the issuance of the financial statements[357] - The company may need to raise additional capital, which could result in significant dilution to existing shareholders[356] Business Transformation - Sadot Group is undergoing a transformation from a U.S.-centric restaurant business to a global Agri-Foods supply chain organization[304] - The company has a majority-owned subsidiary operating a 5,000-acre farm in Zambia, focusing on major commodities and high-value crops[305] Financing Activities - Net cash provided by financing activities from continuing operations was $6.1 million, consisting of proceeds from notes payable of $12.1 million and common stock issuance of $2.4 million[361] - The company increased its borrowing by $1.3 million during Q3 2025 to cover collection delays[353]

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - Olema Pharmaceuticals, Inc. (OLMA) has seen a substantial increase of 213%, trading at $26.68 - Diginex Limited (DGNX) is up 12%, currently priced at $15.25 - Gorilla Technology Group Inc. (GRRR) has risen by 11%, trading at $14.05 - Amer Sports, Inc. (AS) is up 9%, priced at $33.47 - Click Holdings Limited (CLIK) has increased by 9%, trading at $7.38 - Beamr Imaging Ltd. (BMR) is up 9%, currently at $2.14 - James Hardie Industries plc (JHX) has risen by 8%, trading at $18.22 - Arvinas, Inc. (ARVN) is up 8%, priced at $12.00 - Axalta Coating Systems Ltd. (AXTA) has increased by 7%, trading at $30.28 - Genprex, Inc. (GNPX) is up 6%, currently at $4.31 [3] Premarket Losers - LifeMD, Inc. (LFMD) has decreased by 22%, trading at $3.65 - Alpha Technology Group Limited (ATGL) is down 21%, currently priced at $17.00 - Intellinetics, Inc. (INLX) has fallen by 19%, trading at $7.25 - Energizer Holdings, Inc. (ENR) is down 16%, priced at $20.00 - Invivyd, Inc. (IVVD) has decreased by 14%, currently at $2.42 - BellRing Brands, Inc. (BRBR) is down 12%, trading at $22.30 - Sadot Group Inc. (SDOT) has fallen by 9%, currently priced at $3.99 - CEVA, Inc. (CEVA) is down 8%, trading at $21.60 - Helmerich & Payne, Inc. (HP) has decreased by 7%, currently at $25.44 - Opendoor Technologies Inc. (OPEN) is down 5%, trading at $7.39 [4]

Registration No. 333-[●] As filed with the United States Securities and Exchange Commission on November 14, 2025. Sadot Group Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Nevada 5810 47-2555533 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 295 E. Renfro Street, Suite 209 Burleson, Texas 76028 Tel: (832) 604-95 ...

As filed with the United States Securities and Exchange Commission on November 14, 2025. Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sadot Group Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Nevada 5810 47-2555533 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 295 E. ...

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - Artiva Biotherapeutics, Inc. (ARTV) has increased by 124% to $6.22 [3] - Akanda Corp. (AKAN) is up 39% at $3.10 [3] - Kezar Life Sciences, Inc. (KZR) has risen 38% to $5.80 [3] - Carbon Revolution Public Limited Company (CREV) is also up 38% at $5.15 [3] - Safe & Green Holdings Corp. (SGBX) has increased by 28% to $3.96 [3] - Achieve Life Sciences, Inc. (ACHV) is up 23% at $3.80 [3] - Revolution Medicines, Inc. (RVMD) has risen 8% to $53.90 [3] - Erayak Power Solution Group Inc. (RAYA) is up 8% at $5.76 [3] - ProQR Therapeutics N.V. (PRQR) has increased by 7% to $3.00 [3] - Bio Green Med Solution, Inc. (BGMS) is up 6% at $4.04 [3] Premarket Losers - American Rebel Holdings, Inc. (AREB) has decreased by 41% to $2.09 [4] - Sadot Group Inc. (SDOT) is down 25% at $5.35 [4] - AVITA Medical, Inc. (RCEL) has fallen 24% to $4.04 [4] - Soluna Holdings, Inc. (SLNH) is down 23% at $3.22 [4] - American Battery Technology Company (ABAT) has decreased by 17% to $4.70 [4] - CID HoldCo, Inc. (DAIC) is down 17% at $2.16 [4] - Pinnacle Food Group Limited (PFAI) has fallen 12% to $3.12 [4] - OnKure Therapeutics, Inc. (OKUR) is down 12% at $2.52 [4] - Whitehawk Therapeutics, Inc. (WHWK) has decreased by 12% to $2.29 [4] - Aqua Metals, Inc. (AQMS) is down 7% at $14.50 [4]

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - rYojbaba Co., Ltd. (RYOJ) increased by 134% to $5.09 - Linkage Global Inc (LGCB) rose by 101% to $3.33 - MIRA Pharmaceuticals, Inc. (MIRA) gained 87% to $2.46 - Auddia Inc. (AUUD) went up by 23% to $2.54 - SOPHiA GENETICS SA (SOPH) increased by 16% to $4.99 - J.B. Hunt Transport Services, Inc. (JBHT) rose by 13% to $157.44 - AlphaVest Acquisition Corp (ATMV) increased by 11% to $13.09 - New Era Energy & Digital, Inc. (NUAI) went up by 10% to $3.71 - Critical Metals Corp. (CRML) rose by 9% to $24.80 - Blaize Holdings, Inc. (BZAI) increased by 9% to $6.90 [3] Premarket Losers - Fossil Group, Inc. (FOSL) decreased by 40% to $2.23 - Pinnacle Food Group Limited (PFAI) fell by 25% to $3.41 - American Battery Technology Company (ABAT) declined by 22% to $6.91 - Sadot Group Inc. (SDOT) dropped by 20% to $6.15 - TechCreate Group Ltd. (TCGL) decreased by 14% to $4.14 - PMGC Holdings Inc. (ELAB) fell by 13% to $6.43 - Arcadia Biosciences, Inc. (RKDA) decreased by 13% to $4.73 - ATIF Holdings Limited (ZBAI) dropped by 11% to $9.28 - Roma Green Finance Limited (ROMA) fell by 7% to $2.62 - Australian Oilseeds Holdings Limited (COOT) decreased by 6% to $2.46 [4]

Core Insights - Stocks linked to agriculture, soybeans, and cooking oil have seen significant increases following President Trump's announcement of potential business terminations with China related to cooking oil and trade as a response to China's refusal to purchase American soybeans [2][3][6] Company Performance - Pinnacle Food Group Limited (Nasdaq: PFAI) stock rose over 77% - Sadot Group Inc. (Nasdaq: SDOT) stock increased over 87% - Australian Oilseeds Holdings Ltd. (Nasdaq: COOT) stock surged over 260% during midday trading [3] Industry Context - The recent stock performance is part of a broader trade and tariff conflict between the U.S. and China, which has escalated with new restrictions on rare earth mineral exports vital for U.S. technology and defense sectors [5] - Trump's administration has indicated a willingness to impose 100% tariffs on Chinese goods, citing economic hostility from China regarding soybean purchases [6][8]

Core Viewpoint - Sadot Group Inc. has announced the pricing of a public offering of 103,577 shares at $5.20 per share, aiming for gross proceeds of approximately $538,600.40, which will be used for general working capital and corporate purposes [1][2]. Group 1: Offering Details - The public offering is priced at $5.20 per share, with total gross proceeds expected to be $538,600.40 before fees and expenses [1]. - The offering is set to close on October 16, 2025, pending customary closing conditions [1]. - Dawson James Securities, Inc. is acting as the sole placement agent for this offering [2]. Group 2: Regulatory Information - The securities are being offered under a shelf registration statement on Form S-3, which was filed with the SEC on August 29, 2024, and declared effective on September 19, 2024 [3]. - A prospectus supplement detailing the terms of the offering will be filed with the SEC and available on their website [3]. Group 3: Company Overview - Sadot Group Inc. is an emerging player in the global food supply chain, focusing on innovative and sustainable supply chain solutions to address food security challenges [5]. - The company operates in key verticals including agri-commodity origination and trading for food/feed products, as well as farm operations in Southern Africa [5]. - Sadot Group is headquartered in Burleson, Texas [5].

Financial Data and Key Metrics Changes - Sadat Group reported its fifth consecutive quarter of positive net income and positive EBITDA in Q2 2025, marking a significant turnaround from previous losses as a restaurant-only concept [6][7] - Revenue for Sadat Agri Foods in Q2 2025 was $114.4 million, a decrease of $58.9 million or 34% compared to Q2 2024, primarily due to selective trading with more favorable margins [21] - Gross profit improved to 4.4% in Q2 2025 from 3.3% in Q2 2024, an increase of 100 basis points attributed to higher margin trades [21] - Net income attributable to Sadat Group was $400,000 in Q2 2025, with EBITDA reported at CAD 1.7 million [21] - The company had a cash balance of $400,000 and a working capital surplus of $24.2 million [22] Business Line Data and Key Metrics Changes - The company completed 26 transactions representing over 200,000 metric tons of product shipped in Q2 across seven different countries [21] - SG&A expenses increased to £2.8 million, up £1.1 million from the previous year, mainly due to reclassifying some expenses [22] Market Data and Key Metrics Changes - The company announced a strategic investment in a carbon project in Indonesia, assigning approximately $13.4 million of accounts receivable to acquire a 37.5% equity stake in a local entity focused on carbon credits [23] Company Strategy and Development Direction - Sadat Group's strategy focuses on five core pillars: geographic and vertical expansion, operational efficiency, margin improvement, technological integration, and leadership excellence [12][13] - The company aims to modernize its operations through AI and data-driven technologies, enhancing decision-making capabilities across the trading lifecycle [11][12] - Sadat Group is transitioning from a restaurant-focused business to a diversified technology-enabled global agribusiness [12][25] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the challenges of transitioning from a restaurant company to a global agriculture player, emphasizing the importance of skilled personnel in finance and technology [30] - The company is committed to divesting its restaurant holdings to focus on core agricultural operations and drive long-term shareholder value [31] Other Important Information - The company raised $2.5 million due to delays in collecting receivables and closing the sale of restaurants, indicating a non-toxic equity deal without warrants [28] - Management expressed confidence in the company's ability to navigate tariff concerns, noting that only a small percentage of trades are conducted with the United States [29] Q&A Session Summary Question: What is the status on the sale of the restaurants? - Management expressed dissatisfaction with the slow progress but confirmed they are in the final stages of negotiations with strong candidates for acquisition [26][27] Question: Why did the company recently raise $2.5 million and what are the proceeds being used for? - The capital was raised due to delays in collecting receivables and closing the sale of restaurants, structured as a straight equity deal [28] Question: How do tariffs affect Sadat Group? - Management indicated that only a small percentage of trades are with the U.S., allowing flexibility to avoid tariffs by moving transactions globally [29] Question: Why have there been so many changes in the board and management? - The changes are part of the strategic pivot from a restaurant company to an international player in the food supply chain, requiring specific skill sets [30]

[Financial & Operational Highlights](index=1&type=section&id=Second%20Quarter%202025%20Financial%20Highlights) Sadot Group achieved its fifth consecutive quarter of positive net income and EBITDA, reporting $114.3 million in consolidated revenues and a 4.4% gross margin Key Financial Metrics | Financial Metric | Value | | :--- | :--- | | Consolidated Revenues | $114.3 million | | Net Income | $0.4 million | | EBITDA | $1.7 million | | Dilutive EPS | $0.07 | | Gross Margin | 4.4% | | Working Capital Surplus | $24.2 million | - Achieved the **fifth consecutive quarter** of **positive net income and EBITDA**[4](index=4&type=chunk) - Completed **26 transactions**, trading over **200,000 metric tons** of agri-commodities across 7 countries[4](index=4&type=chunk) - Gross margins increased to **4.4%**, a **100 basis point** improvement, by focusing on specialty commodities[4](index=4&type=chunk) - Appointed **Haggai Ravid as CEO** (May 28, 2025) and **Paul Sansom as CFO** (August 1, 2025)[4](index=4&type=chunk) - Made a strategic investment, acquiring a **37.5% equity stake** in an Indonesian carbon project focused on peatland and mangrove restoration, expected to generate **1.1 to 1.2 million carbon credits** in its first cycle[4](index=4&type=chunk) [Financial Statements](index=3&type=section&id=Financial%20Statements) The company's financial statements show a decrease in total assets to $130.6 million and a reduction in commodity sales to $114.3 million for the quarter compared to the prior year [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $130.6 million while total liabilities also declined, leading to an increase in Sadot Group Inc. shareholders' equity to $33.0 million as of June 30, 2025 Condensed Consolidated Balance Sheets Summary | Balance Sheet Items ($'000) | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | **118,719** | **152,679** | | **Total Assets** | **130,629** | **164,654** | | **Total Current Liabilities** | **94,526** | **132,170** | | **Total Liabilities** | **94,690** | **132,281** | | **Total Sadot Group Inc. Shareholders' Equity** | **32,980** | **29,193** | | **Total Liabilities and Stockholders' Equity** | **130,629** | **164,654** | [Condensed Consolidated Statement of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statement%20of%20Operations%20and%20Other%20Comprehensive%20Income%2F%20%28Loss%29) Commodity sales decreased to $114.3 million for the three months ended June 30, 2025, resulting in lower gross profit and a net income of $0.4 million attributable to Sadot Group Inc Condensed Consolidated Statement of Operations Summary | Income Statement Items ($'000) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Commodity Sales | 114,338 | 173,293 | | Gross Profit | 4,987 | 5,788 | | Income from Operations | 1,770 | 2,074 | | Net Income Attributable to Sadot Group Inc. | 389 | 2,369 | | Diluted EPS (Continuing Operations) | $0.08 | $0.45 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities totaled $5.4 million for the six months ended June 30, 2025, leading to a decrease in the company's cash balance to $0.4 million Condensed Consolidated Statements of Cash Flows Summary | Cash Flow Items ($'000) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net cash provided by / (used in) operating activities | (5,367) | 10,461 | | Net cash provided by investing activities | — | 3 | | Net cash provided by / (used in) financing activities | 3,978 | (1,940) | | **Net Increase (Decrease) in Cash** | **(1,364)** | **8,602** | | **Cash – end of period** | **422** | **9,956** | [Non-GAAP Financial Measures](index=7&type=section&id=Reconciliations%20of%20EBITDA%20and%20Other%20Non-GAAP%20Measures) The company presents a reconciliation of Net Income to EBITDA, with EBITDA attributable to Sadot Group decreasing to $1.7 million and EBITDA margin contracting to 1.4% for Q2 2025 EBITDA Reconciliation | Reconciliation to EBITDA ($'000) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--- | :--- | :--- | | Net income | 286 | 2,317 | | Depreciation and amortization | 27 | 92 | | Interest expense, net | 1,237 | 1,008 | | Income tax expense | — | 5 | | **EBITDA** | **1,550** | **3,422** | | **EBITDA attributable to Sadot Group Inc.** | **1,653** | **3,474** | | **EBITDA margin attributable to Sadot Group Inc.** | **1.4 %** | **2.0 %** | [About Sadot Group Inc.](index=2&type=section&id=About%20Sadot%20Group%20Inc.) Sadot Group Inc. operates in the global food supply chain, providing sustainable solutions through agri-commodity trading and farm operations in Southern Africa - Sadot Group is an emerging player in the **global food supply chain**, focused on **sustainable solutions**[7](index=7&type=chunk) - Operates in two main verticals: **global agri-commodity origination/trading** and **farm operations in Southern Africa**[8](index=8&type=chunk) - Connects producers from the **Americas, Africa, and the Black Sea** with consumers in **Southeast Asia, China, and the MENA region**[9](index=9&type=chunk) [Forward-Looking Statements](index=8&type=section&id=Forward-Looking%20Statements) This section provides a standard legal disclaimer regarding forward-looking statements, advising readers to consult SEC filings for associated risks and uncertainties - The press release includes forward-looking statements under the "safe harbor" provisions of U.S. law[19](index=19&type=chunk) - These statements are **not guarantees of future performance** and are **subject to risks and uncertainties**[19](index=19&type=chunk) - The company **does not undertake a duty to update these statements**[19](index=19&type=chunk)