Nasdaq warns Sadot Group (NASDAQ: SDOT) after 30 days under $1 bid

Rhea-AI Filing Summary

Sadot Group Inc. received a Nasdaq notice that its common stock no longer meets the $1.00 minimum bid price requirement after closing below that level for 30 consecutive business days from July 28, 2025 through September 8, 2025.

The company is not eligible for the standard 180‑day grace period because it completed a 1‑for‑10 reverse stock split on October 18, 2024 within the prior year. Nasdaq staff has determined that the stock will be delisted from The Nasdaq Capital Market unless Sadot Group requests a hearing, and the company intends to timely seek a hearing, which will automatically stay any suspension or delisting action during the hearing process and any extension granted.

Positive

• None.

Negative

• Nasdaq delisting risk: Nasdaq has issued a determination to delist Sadot Group’s common stock after it traded below the $1.00 minimum bid price for 30 consecutive business days, and the company is ineligible for the standard 180‑day compliance period due to a recent 1‑for‑10 reverse stock split.

Insights

Equity markets and listing standards analyst

Nasdaq has started a delisting process for Sadot Group after a prolonged sub‑$1 share price, though a hearing will delay any immediate removal.

Sadot Group Inc. has fallen out of compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share. The stock closed below this threshold for 30 consecutive business days from July 28, 2025 through September 8, 2025, prompting Nasdaq staff to issue a determination to delist the shares from The Nasdaq Capital Market.

The company is not eligible for the usual 180‑day cure period because it executed a 1‑for‑10 reverse stock split on October 18, 2024, within the prior one‑year window. That prior reverse split limits standard relief options and moves the situation directly into a formal hearings process rather than an automatic grace period.

Sadot Group intends to request a hearing before a Nasdaq Hearings Panel under the Nasdaq Listing Rule 5800 Series. This request will automatically stay any suspension or delisting action while the hearing is pending and for any additional extension period granted by the panel, so near‑term trading will continue on Nasdaq, but the longer‑term listing outcome will depend on the panel’s decision and any remedial steps the company presents.

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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 and Exchange Act of 1934

Date of Report (Date of earliest event reported): September 9, 2025

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 209, 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 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 9, 2025, Sadot Group Inc. (the “Company”) received a letter (the “Staff Determination”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Staff has determined that the Company’s common stock had a closing bid price of less than $1.00 per share over the previous 30 consecutive business days from July 28, 2025 through September 8, 2025, and, as a result, does not comply with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”).

The Company is not eligible for the 180-calendar day compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A) because the Company effected a 1-for-10 reverse stock split on October 18, 2024, which occurred during the prior one-year period.

The Staff Determination notified the Company that its common stock would be delisted from The Nasdaq Capital Market unless the Company requests a hearing. Accordingly, the Company intends to timely request a hearing before the Nasdaq Hearings Panel (the “Panel”) pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. The Company’s hearing request will automatically stay any suspension or delisting action of the Company’s securities pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing.

Item 9.01 Financial Statements and Exhibits

(d)Index of Exhibits

Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 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/ Chagay Ravid
			Name:			Chagay Ravid
			Title:			Chief Executive Officer
Date: September 11, 2025

FAQ

What did Sadot Group Inc. (SDOT) disclose in this 8-K?

Sadot Group Inc. disclosed that it received a Nasdaq staff determination on September 9, 2025 stating that its common stock no longer complies with Nasdaq’s minimum bid price rule and that, absent a successful appeal, the stock will be delisted from The Nasdaq Capital Market.

Why is Sadot Group out of compliance with Nasdaq’s minimum bid price rule?

Nasdaq’s Listing Rule 5550(a)(2) requires a minimum bid price of $1.00 per share. Sadot Group’s common stock had a closing bid price below $1.00 for 30 consecutive business days from July 28, 2025 through September 8, 2025, triggering noncompliance.

Why doesn’t Sadot Group receive a 180-day grace period to fix its bid price?

The company is not eligible for the 180‑calendar day compliance period under Nasdaq Listing Rule 5810(c)(3)(A) because it effected a 1‑for‑10 reverse stock split on October 18, 2024, which occurred within the prior one‑year period.

What steps is Sadot Group taking in response to the Nasdaq delisting notice?

Sadot Group intends to timely request a hearing before a Nasdaq Hearings Panel under the Nasdaq Listing Rule 5800 Series, seeking to appeal or delay the delisting of its common stock.

Will Sadot Group’s stock be immediately suspended or delisted from Nasdaq?

No. Once Sadot Group requests a hearing, that request will automatically stay any suspension or delisting action for its securities pending the hearing and the expiration of any additional extension period granted by the Nasdaq Hearings Panel.

Which Nasdaq market is affected for Sadot Group’s listing?

The determination concerns the listing of Sadot Group’s common stock on The Nasdaq Capital Market, which is where its shares are currently listed.