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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported): August
14, 2026
Commission File Number 001-39223
SADOT
GROUP INC.
(Exact
name of small business issuer as specified in its charter)
| Nevada |
|
47-2555533 |
| (State or other jurisdiction
of incorporation or organization) |
|
(I.R.S. Employer Identification
No.) |
295
E. Renfro Street, Suite 300, Burleson, Texas 76028
(Address
of principal executive offices)
(832)
604-9568
(Issuer’s
telephone number)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instructions A.2. below):
| ☐ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act:
| Title of
each class |
Trading
Symbol |
Name of
each exchange on which registered |
| Common Stock, $0.0001 par
value |
SDOT |
The Nasdaq Stock Market |
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition.
On August 14, 2026, Sadot Group Inc. (the “Company”) issued
a press release announcing its financial results for the three and six months ended June 30, 2026. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.
The information contained in this Item 2.02, including Exhibit 99.1, is
being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference
into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly
set forth by specific reference in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K and Exhibit 99.1 contain forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements may
include, but are not limited to, statements regarding the Company’s preliminary July 2026 revenue and the anticipated contribution
of the TradeOS platform, the Company’s ability to evidence compliance with Nasdaq Listing Rule 5550(b)(1) in its Quarterly Report
on Form 10-Q for the quarter ending September 30, 2026 and to maintain the listing of its common stock on Nasdaq, the Company’s
liquidity and ability to continue as a going concern, its ability to obtain additional financing or restructure existing indebtedness
on acceptable terms or at all, the resolution of existing defaults, the potential dilution to stockholders resulting from outstanding
convertible instruments and anti-dilution adjustments, the sufficiency of authorized but unissued shares, and the receipt of stockholder
approvals, as well as statements, other than historical facts, that address activities, events or developments that the Company intends,
expects, projects, believes or anticipates will or may occur in the future. These statements are often characterized by terminology such
as “believes,” “hopes,” “may,” “anticipates,” “should,” “intends,”
“plans,” “will,” “expects,” “estimates,” “projects,” “positioned,”
“strategy” and similar expressions and are based on assumptions and assessments made in light of management’s experience
and perception of historical trends, current conditions and expected future developments. Forward-looking statements are not guarantees
of future performance and are subject to risks and uncertainties, many of which are outside of the Company’s control. Important
factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are
described in the sections titled “Risk Factors” in the Company’s filings with the Securities and Exchange Commission,
including its Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Reports on Form 10-Q, its Registration Statement
on Form S-1 and its Current Reports on Form 8-K. The safe harbor provided by the Private Securities Litigation Reform Act of 1995 does
not apply to statements of historical fact, to statements made in connection with an initial public offering, or in an action brought
by the Securities and Exchange Commission, and by its terms does not extend to an issuer of penny stock. Forward-looking statements are
made as of the date of this Current Report on Form 8-K, and the Company undertakes no duty to update or revise any such statements, whether
as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 99.1 |
Press Release of Sadot Group Inc. dated August 14, 2026 (furnished herewith) |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
SADOT GROUP INC. |
| |
By: /s/ Haggai Ravid |
| |
Name: Haggai Ravid |
| |
Title: Chief Executive Officer |
| Date: August 14, 2026 |
|
EXHIBIT 99.1
Sadot Group Reports Second Quarter 2026 Financial
Results
Company Completes Integration of
Acquired TradeOS Platform Across Its Trading Operations
BURLESON, Texas, Aug. 14, 2026 (ACCESS NEWSWIRE) — Sadot Group Inc.
(Nasdaq: SDOT) (“Sadot” or the “Company”), a global provider of agri-food and commodity supply chain solutions,
today reported financial results for the second quarter ended June 30, 2026. The Company also provided an update on the integration of
the TradeOS commodity trading and risk management platform, which it acquired in June 2026.
This release should be read together with the Company’s Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2026 (the “Form 10-Q”), filed with the U.S. Securities and Exchange
Commission (the “SEC”) on August 14, 2026, including the going-concern disclosure, the Nasdaq listing disclosure and the risk
factors contained therein.
Second Quarter 2026 Financial Highlights
● Revenue of $0.0 million, compared to
$246.6 million in the prior-year period
● Gross profit of $0.0 million, compared to $11.0 million in the prior-year
period
● Net income of $35.2 million, or $109.16 per diluted share
● Adjusted EBITDA loss of $3.3 million
● Cash and cash equivalents of $0.1 million as of June 30, 2026
Nasdaq Listing Status
As previously disclosed, on May 5, 2026 the Company received a letter from
the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it no longer satisfied
the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule
5550(b)(1). The Company submitted a plan to regain compliance, and on August 3, 2026 Nasdaq notified the Company that the Staff had determined
that the Company complied with Rule 5550(b)(1). That determination is conditioned on the Company evidencing compliance with the stockholders’
equity requirement upon the filing of its periodic report for the period ending September 30, 2026. If the Company does not evidence compliance
at that time, it may be subject to delisting, in which case the Company would have the right to request a hearing before a Nasdaq Hearings
Panel. There can be no assurance that the Company will evidence compliance with Rule 5550(b)(1) or that it will otherwise continue to
satisfy the continued listing standards of The Nasdaq Capital Market.
Liquidity and Going Concern
The unaudited condensed consolidated financial statements included in the
Form 10-Q have been prepared assuming the Company will continue as a going concern. As disclosed in the Form 10-Q, the Company’s
recurring losses, negative working capital, stockholders’ deficit and existing defaults under certain outstanding indebtedness raise
substantial doubt about the Company’s ability to continue as a going concern within one year after the date those financial statements
were issued. Management’s plans are described in the Form 10-Q. The Company expects that it will be required to raise additional
capital and to continue to restructure, convert or settle outstanding obligations, and any such transactions are expected to be substantially
dilutive to existing stockholders.
TradeOS Platform — Integration Update
On June 2, 2026, the Company acquired the TradeOS commodity trading and
risk management platform and related intellectual property, as described in the Company’s Current Reports on Form 8-K previously
filed with the SEC. As restructured by Amendment No. 2 to the purchase agreement, the transaction was an acquisition of specified assets,
did not include employees, customers, receivables or assumed liabilities, and did not constitute the acquisition of a “business”
for purposes of Rule 11-01(d) of Regulation S-X. Since the closing, the Company has deployed the platform across its commodity trading
operations and has begun onboarding counterparties onto the system.
In July 2026, the Company completed the first commercial transactions executed
on the TradeOS platform, generating approximately $1,000,000 of gross revenue. July 2026 falls within the Company’s third fiscal
quarter, and this amount is therefore not included in the results reported in this release. The amount is preliminary, is subject to the
completion of the Company’s quarter-end closing procedures and the review of its independent registered public accounting firm,
and is not material to the Company’s expected results of operations for the three months ending September 30, 2026. The Company
is not providing any other information regarding its third-quarter results at this time and undertakes no obligation to update this information.
Management believes TradeOS positions Sadot to compete for a broader set
of trading relationships by giving counterparties faster execution, greater transparency, and tighter risk controls — and that the
platform may over time contribute to revenue if adoption widens across the Company’s existing and prospective trading partners over
the coming quarters. These statements are forward-looking. The platform has generated only nominal revenue to date, and there can be no
assurance that the Company will achieve broader adoption of the platform or that the platform will contribute materially to the Company’s
revenue or results of operations. See “Forward-Looking Statements” below.
Management Commentary
“Our priority since the June closing has been to put
TradeOS to work inside our trading operations, and the platform is now deployed across our desks and processed its first commercial transactions
in July. At the same time, we remain focused on strengthening our balance sheet, resolving outstanding obligations and satisfying the
continued listing requirements of The Nasdaq Capital Market. We have significant work ahead of us on each of those fronts,” said
Haggai Ravid, Chief Executive Officer of Sadot Group.
About Sadot Group Inc.
Sadot Group Inc. (Nasdaq: SDOT) is an agri-food and commodity supply chain
company. In June 2026, the Company acquired the TradeOS commodity trading and risk management platform, which it uses in its trading operations.
For more information, visit www.sadotco.com. Information contained on, or accessible through, the Company’s website is not incorporated
by reference into, and does not form a part of, this press release.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, including statements regarding the anticipated growth, adoption, scalability,
and future revenue contribution of the TradeOS platform, the timing and content of the Company’s third-quarter 2026 results, the
preliminary July 2026 revenue amount described above, the Company’s ability to evidence compliance with Nasdaq Listing Rule 5550(b)(1)
and to maintain the listing of its common stock on The Nasdaq Capital Market, the Company’s liquidity and capital resources and
its ability to continue as a going concern, and its ability to raise additional capital and to restructure, convert or settle outstanding
indebtedness, and other statements that are not historical facts. These statements are based on current expectations and assumptions that
are subject to risks and uncertainties, and actual results may differ materially. Factors that could cause actual results to differ include,
among others, the Company’s ability to successfully integrate and scale the TradeOS platform, customer and counterparty adoption,
competition, general market and economic conditions, substantial doubt about the Company’s ability to continue as a going concern;
the Company’s stockholders’ deficit, negative working capital and existing defaults under outstanding indebtedness; the risk
that the Company is unable to evidence compliance with Nasdaq Listing Rule 5550(b)(1) upon the filing of its periodic report for the period
ending September 30, 2026 and that its common stock is delisted from The Nasdaq Capital Market; substantial actual and potential dilution
to existing stockholders from outstanding convertible securities, including as a result of price-based anti-dilution adjustments; the
Company’s limited authorized share capital; the need for stockholder approval of certain matters, including under Nasdaq Listing
Rule 5635; and the other risk factors described in the Company’s filings with the U.S. Securities and Exchange Commission, including
its Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K. The Company undertakes no obligation to update any forward-looking statement, except as required by law. The safe harbor
provisions of the Private Securities Litigation Reform Act of 1995 do not apply to all forward-looking statements, and nothing in this
release limits the Company’s obligations under the federal securities laws.
Non-GAAP Financial Measures
This release includes Adjusted EBITDA, a non-GAAP financial
measure. The Company defines Adjusted EBITDA as net income/(loss) before interest expense, income tax expense/(benefit) and depreciation
and amortization, further adjusted to exclude the gain on deconsolidation. Adjusted EBITDA is presented as supplemental information and
is not a substitute for, and should not be considered superior to, any measure prepared in accordance with GAAP; it has limitations as
an analytical tool and may not be comparable to similarly titled measures presented by other companies. A reconciliation of Adjusted EBITDA
to net income/(loss), the most directly comparable measure calculated in accordance with GAAP, appears in the accompanying financial tables.
Investor Contact
Investor Relations
Sadot Group Inc.
IR@sadotco.com
This press release is for informational purposes only and does not constitute
an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Source: Sadot Group Inc.
