Sadot Group Inc. Announces Receipt of Nasdaq Notice Regarding Late Form 10-K Filing

Sadot Group (Nasdaq:SDOT) received a Nasdaq notice dated April 17, 2026, for late filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, citing noncompliance with Nasdaq Listing Rule 5250(c)(1).

Rhea-AI Summary

Sadot Group (Nasdaq:SDOT) received a Nasdaq notice dated April 17, 2026, for late filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, citing noncompliance with Nasdaq Listing Rule 5250(c)(1). The notice does not affect current listing or trading.

The company has 60 calendar days to submit a plan to regain compliance; Nasdaq may grant an exception of up to 180 days if it accepts the plan. Sadot Group says it is working to file the Form 10-K and currently expects to do so in the coming weeks, but cannot assure it will regain compliance within any granted period.

Positive

• Listing unchanged: common stock continues trading on Nasdaq
• Defined process: 60-day window to submit compliance plan
• Possible extension: Nasdaq may grant up to 180 days if plan accepted
• Company plans to file: expects to complete Form 10-K in coming weeks

Negative

• Noncompliance: late Form 10-K under Nasdaq Rule 5250(c)(1)
• Deadline pressure: must submit a plan within 60 calendar days
• No assurance: company cannot guarantee regaining compliance
• Delisting risk: potential listing consequences if compliance not restored

Argus Apr 23 session

-4.71% close to close 1.2x rel. volume Open Argus

Details

News Market Reaction – SDOT

On Apr 23, the first trading day after this news, SDOT closed 4.71% below the previous close.

Data tracked by StockTitan Argus for the Apr 23 session.

Key Figures

2025 revenue (prelim.): $247 million 2024 revenue: $701 million 2025 operating loss (prelim.): $82.0 million +5 more

2025 revenue (prelim.)

$247 million

Preliminary 2025 figure from 8-K dated 2026-04-16

2024 revenue

$701 million

Prior-year revenue from 8-K dated 2026-04-16

2025 operating loss (prelim.)

$82.0 million

Preliminary 2025 operating loss from 8-K dated 2026-04-16

Shares outstanding

1,994,324 shares

Common stock outstanding as of 2026-02-17 (DEF 14A)

Series A Preferred shares

10,000 shares

Series A Preferred Stock referenced in 8-K and DEF 14A

Debenture principal

$1,086,956.52

Aggregate principal of unsecured debentures (8-K dated 2026-02-10)

Debenture funding

$1,000,000

Net funding after 8% discount (8-K dated 2026-02-10)

Authorized share increase

2,000,000 to 250,000,000

Proposed amendment in DEF 14A to expand authorized common stock

Historical Context

1 past event · Latest: Nov 19

1 event

1. Nov 19

   Q3 2025 earnings

   24h Move

   -23.5%

   Very low revenue, large net loss and negative EBITDA for Q3 2025.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

form 10-k, nasdaq listing rule 5250(c)(1), nt 10-k, securities purchase agreement, +4 more

8 terms

form 10-k regulatory

"has not yet filed its Annual Report on Form 10-K for the fiscal year"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

nasdaq listing rule 5250(c)(1) regulatory

"not currently in compliance with Nasdaq Listing Rule 5250(c)(1)"

Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.

nt 10-k regulatory

"Sadot Group Inc. notified the SEC it cannot file its Annual Report on Form 10-K"

A NT 10-K is a formal notice filed with U.S. regulators saying a company will not deliver its required annual financial report (Form 10‑K) by the deadline. For investors it matters because a late report increases uncertainty about recent results and governance — like a delayed report card, it can signal accounting problems, audits still in progress, or other setbacks that may affect the stock’s risk and valuation.

securities purchase agreement financial

"entered into a Securities Purchase Agreement with Stanley Hills, LLC"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

series a preferred stock financial

"to sell 10,000 shares of newly created Series A Preferred Stock"

Series A preferred stock is a type of ownership share in a company that gives investors certain advantages, such as priority in receiving profits or getting their money back if the company is sold or goes bankrupt. It is often issued during early funding stages to attract investors by offering more security than common shares. This stock matters to investors because it provides a safer way to invest while still holding potential for future gains.

regulation d regulatory

"exempt from registration under the Securities Act pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

section 4(a)(2) regulatory

"pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

rule 506(b) regulatory

"pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

BURLESON, TX / ACCESS Newswire / April 22, 2026 / Sadot Group Inc. (Nasdaq:SDOT) (the "Company") today announced that on April 17, 2026, the Company received notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that, because it has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the Company is not currently in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic financial reports with the Securities and Exchange Commission. The notice has no immediate effect on the listing or trading of the Company's common stock, which continues to trade on the Nasdaq Capital Market under the symbol "SDOT."

Under Nasdaq's listing rules, the Company has 60 calendar days from receipt of the notice to submit a plan to regain compliance. If Nasdaq accepts the Company's plan, Nasdaq may grant the Company an exception of up to 180 calendar days from the original due date of the Form 10-K to regain compliance. The Company is working diligently to complete and file the Form 10-K as soon as practicable and currently expects to do so in the coming weeks. However, there can be no assurance that the Company will be able to regain compliance within any applicable period that may be granted by Nasdaq.

About Sadot Group Inc.

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 includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the anticipated timing of the filing of the Company's Annual Report on Form 10-K, the Company's submission of a compliance plan to Nasdaq and the Company's ability to regain compliance with Nasdaq Listing Rule 5250(c)(1). These forward-looking statements are based on current beliefs, expectations and assumptions and are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others, risks related to the completion of the Company's year-end financial reporting and audit processes, the possibility that Nasdaq may not accept the Company's compliance plan or grant an exception period, the Company's ability to regain compliance within any period granted by Nasdaq, and other risks and uncertainties described in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements except as required by law.

Investor Relations:

Email - IR@sadotco.com

SOURCE: Sadot Group Inc.

View the original press release on ACCESS Newswire

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Sadot Group (SDOT) receive a Nasdaq notice on April 17, 2026?

Because Sadot Group had not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. According to the company, Nasdaq notified it of noncompliance with Listing Rule 5250(c)(1) due to the late filing.

Is Sadot Group (SDOT) still listed and trading on Nasdaq after the notice?

Yes. The Nasdaq notice had no immediate effect on listing or trading. According to the company, common stock continues to trade on the Nasdaq Capital Market under the symbol SDOT while the compliance process proceeds.

What deadlines does Sadot Group (SDOT) face to regain Nasdaq compliance?

The company has 60 calendar days from notice receipt to submit a compliance plan. According to the company, if Nasdaq accepts the plan, an exception of up to 180 days from the original due date may be granted.

What actions is Sadot Group (SDOT) taking to address the late 10-K filing?

Sadot Group is working diligently to complete and file the Form 10-K and currently expects to do so in the coming weeks. According to the company, it will submit a plan to Nasdaq within the required 60-day window.

Could Sadot Group (SDOT) be delisted for this late filing?

Delisting is possible if compliance is not regained within applicable periods, but not immediate. According to the company, Nasdaq may grant extensions if a plan is accepted, and the notice itself does not trigger immediate delisting.