UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549 FORM 12b-25
NOTIFICATION OF LATE FILING
| (Check one): |
☒
Form 10-K |
☐ Form 20-F |
☐ Form 11-K |
|
| |
☐ Form 10-Q |
☐ Form 10-D |
☐ Form N-CEN |
☐ Form N-CSR |
| |
For Period Ended: December 31, 2025 |
|
|
☐Transition
Report on Form 10-K
☐Transition
Report on Form 20-F
☐Transition
Report on Form 11-K
☐Transition
Report on Form 10-Q
For the Transition Period Ended:____
| Read Instruction (on back page) Before Preparing Form. Please Print or Type. |
| Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein. |
If the notification relates to a portion of the filing
checked above, identify the Item(s) to which the notification relates:
| PART I — REGISTRANT INFORMATION |
| |
| Sadot Group Inc. |
| Full Name of Registrant |
| |
| Former Name if Applicable |
| |
| 295 E. Renfro Street, Suite 300 |
| Address of Principal Executive Office (Street and Number) |
| |
| Burleson, TX 76028 |
| City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
| |
(a) The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense; |
| ☒ |
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F,
11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Company’s Annual Report on Form 10-K for the year
ended December 31, 2025 cannot be filed within the prescribed time period because the Company requires additional time for compilation
and review to insure adequate disclosure of certain information required to be included in the Form 10-K. The Company’s Annual Report
on Form 10-K will be filed on or before the 15th calendar day following the prescribed due date.
PART IV — OTHER INFORMATION
(1)Name and telephone number of person
to contact in regard to this notification
| Chagay Ravid (CEO) |
|
(832) |
|
604-9568 |
| (Name) |
|
(Area Code) |
|
(Telephone Number) |
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file
such report(s) been filed? If answer is no, identify report(s). ☒Yes ☐ No
(3) Is it anticipated
that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
☒ Yes ☐ No
If so, attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Company estimates preliminary audited revenues for the year ended December
31, 2025, of approximately $247 million, compared to $701 million in the year ended December 31, 2024, as previously reported. The decrease
is primarily attributable to insufficient working capital.
The Company estimates operating losses of approximately $14.0 million in
the year ended December 31, 2025, compared to operating income of $6.2 million in the year months ended December 31, 2024, as previously
reported.
The Company experienced delays in collecting significant receivables in
its LATAM division, which contributed to a negative working capital position. Management is pursuing additional financing. Management
and the Board are reviewing strategic alternatives.
All financial results included above are preliminary, unaudited estimates
based on information currently available to management and remain subject to the completion of the Company’s financial close and
review process. There can be no assurance that final reported results will not differ materially from these estimates. Investors should
not place undue reliance on these preliminary estimates and are urged to review the Company’s forthcoming Form 10-K when filed for
complete financial information and related disclosures.
Statements in this Form 12b-25 regarding anticipated financing, receivable
collections, strategic review outcomes, and final financial results constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements
as a result of various important factors, including the Company’s ability to secure additional financing on acceptable terms or
at all, the timing and amount of receivable collections, and other risks described in the Company’s most recent Form 10-K and subsequent
filings with the Securities and Exchange Commission. In particular, the Company may be unable to secure financing or collect receivables
on the anticipated timeline or at all. The Company undertakes no obligation to update these forward-looking statements except as required
by law.
Sadot
Group Inc
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf
by the undersigned hereunto duly authorized.
| Date: March 31, 2026 |
By: /s/ Chagay Ravid |
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Chagay Ravid |
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Chief Executive Officer |
