Sadot Group Announces 1-for-10 Reverse Stock Split

Rhea-AI Summary

Sadot Group (NASDAQ:SDOT) has announced a 1-for-10 reverse stock split effective September 15, 2025. The primary purpose is to regain compliance with Nasdaq's minimum $1.00 per share listing requirement.

The reverse split will reduce outstanding shares from 9.9 million to approximately 1.0 million, with authorized shares decreasing proportionally from 20 million to 2 million. The stock will continue trading under the symbol "SDOT" with a new CUSIP number 627333404. Proportional adjustments will be made to outstanding stock options, RSUs, and equity incentive plans, with fractional shares being settled in cash.

Positive

• Aims to maintain Nasdaq listing compliance by meeting $1.00 minimum share price requirement
• No alteration to stockholders' percentage ownership in the company
• No shareholder approval required due to proportional reduction in both authorized and outstanding shares

Negative

• Indicates potential financial distress with share price falling below $1.00
• Reduces trading liquidity by decreasing total outstanding shares by 90%
• Cash payments required for fractional shares may force small investors to liquidate positions

Insights

Corporate Finance Specialist

Sadot's reverse split aims to avoid NASDAQ delisting by boosting share price above $1, typically indicating underlying financial challenges.

Sadot Group's announced 1-for-10 reverse stock split is a significant corporate action primarily designed to maintain its NASDAQ listing by artificially increasing its share price above the $1 minimum threshold required by the exchange. This defensive maneuver strongly suggests the company's shares have been trading below this critical level for an extended period.

The mechanics are straightforward: every 10 shares will convert to 1 share, reducing outstanding shares from 9.9 million to approximately 1 million, while proportionally reducing authorized shares from 20 million to 2 million. This will mathematically multiply the stock price by 10, though the company's total market capitalization remains unchanged.

Reverse splits are generally viewed negatively by markets as they signal underlying financial distress. Companies typically pursue this strategy when unable to organically increase their share price through improved business performance. While this action prevents immediate delisting, it doesn't address the fundamental issues that caused the price decline initially.

The company appropriately noted that proportional adjustments will be made to outstanding stock options, RSUs, and equity plans to maintain stakeholder proportional ownership. The split required no shareholder approval under Nevada law since both authorized and outstanding shares were proportionally reduced.

Investors should recognize this as a technical compliance measure rather than a sign of operational improvement. Historical market data shows that companies implementing reverse splits often continue to face financial challenges and further price erosion after the split unless fundamental business performance significantly improves.

BURLESON, TEXAS / ACCESS Newswire / September 11, 2025 / Sadot Group Inc. (NASDAQ:SDOT) ("Sadot" or the "Company"), today announced that it will effect a 1-for-10 reverse stock split (the "Reverse Stock Split") of its common stock.

The Reverse Stock Split will become effective at 12:01 a.m. Eastern Daylight Time on September 15, 2025. The common stock will continue to trade on The Nasdaq Capital Market under the symbol "SDOT" and will begin trading on a post-split basis when the market opens on September 15, 2025. The new CUSIP number for the common stock following the Reverse Stock Split will be 627333404.

The Reverse Stock Split was approved by the Company's Board of Directors on August 22, 2025, and primarily intended to bring the Company into compliance with the minimum $1.00 per share requirement for continued listing on NASDAQ.

As a result of the Reverse Stock Split, every 10 shares of Sadot's issued and outstanding common stock will be automatically converted into one issued and outstanding share of common stock without any change in the par value of $0.0001 per share. The Reverse Stock Split will reduce the number of issued and outstanding shares of the Company's common stock from approximately 9.9 million shares to approximately 1.0 million shares. The total number of shares of common stock authorized for issuance will then be reduced by a corresponding proportion from 20,000,000 shares to 2,000,000 shares. The Company is a Nevada corporation, and pursuant to the Nevada Revised Statutes, shareholder approval was not required to effect the Reverse Stock Split as both the number of authorized shares of the Common Stock and the number of issued and outstanding shares of the Common Stock were proportionally reduced as a result of the Reverse Stock Split.

Proportional adjustments will be made to the number of shares of common stock issuable upon exercise or vesting of the Company's outstanding stock options and restricted stock units as well as the applicable exercise or conversion prices, and to the number of shares issuable under the Company's equity incentive plans and other existing agreements. No fractional shares will be issued in connection with the reverse split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive a cash payment. The Reverse Stock Split will affect all common stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity.

Sadot's transfer agent, Computershare, Inc., will provide information to stockholders regarding their stock ownership following the Reverse Stock Split. Stockholders holding their shares in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the Reverse Stock Split as their accounts will be automatically adjusted to reflect the number of shares owned. Beneficial holders are encouraged to contact their bank, broker or other nominee with any procedural questions.

About Sadot Group Inc.

Sadot Group Inc. has rapidly established itself as an emerging player in the global food supply chain. Sadot Group provides innovative and sustainable supply chain solutions that address the world's growing food security challenges.

Sadot Group currently operates within key verticals of the global food supply chain including global agri-commodity origination and trading operations for food/feed products such as soybean meal, wheat and corn, and farm operations producing grains and tree crops in Southern Africa.

Sadot Group connects producers and consumers across the globe, sourcing agri-commodity products from producing geographies such as the Americas, Africa and the Black Sea and delivering to markets in Southeast Asia, China and the Middle East/North Africa region.

Sadot Group is headquartered in Burleson, Texas with subsidiary operations throughout the world. For more information, please visit www.sadotgroupinc.com.

Forward-Looking Statements

This press release may include "forward-looking statements" pursuant to the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. To the extent that the information presented in this press release discusses financial projections, information, or expectations about our business plans, results of operations, products, or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as "should", "may," "intends," "anticipates," "believes," "estimates," "projects," "forecasts," "expects," "plans," and "proposes." Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading "Risk Factors" and elsewhere in documents that we file from time to time with the SEC. Forward-looking statements speak only as of the date of the document in which they are contained, and Sadot Group, Inc., does not undertake any duty to update any forward-looking statements except as may be required by law.

Investor Relations:

IR@sadotco.com

SOURCE: Sadot Group Inc.

View the original press release on ACCESS Newswire

FAQ

When will Sadot Group's (SDOT) 1-for-10 reverse stock split take effect?

The reverse stock split will become effective at 12:01 a.m. Eastern Daylight Time on September 15, 2025, with post-split trading beginning when the market opens that day.

How many shares will SDOT have outstanding after the reverse split?

After the reverse split, SDOT's outstanding shares will decrease from approximately 9.9 million to 1.0 million shares.

Why is Sadot Group (SDOT) conducting a reverse stock split?

The primary reason is to regain compliance with Nasdaq's minimum $1.00 per share listing requirement to maintain its listing on the Nasdaq Capital Market.

What happens to SDOT shareholders who own less than 10 shares?

Shareholders who would receive fractional shares due to the 1-for-10 reverse split will receive a cash payment instead of partial shares.

Will the SDOT reverse stock split affect shareholders' percentage ownership?

No, the reverse stock split will not alter any stockholder's percentage interest in the company's equity as it affects all common stockholders uniformly.