0001701756false00017017562023-08-092023-08-09

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): November 12, 2024
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 2.02 Results of Operations and Financial Condition.
On November 12, 2024, Sadot Group Inc. (the “Company”) issued a press release announcing certain unaudited preliminary revenue results for the month of September 2024. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d)Index of Exhibits
Exhibit No.Description
99.1
104Cover 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/ Michael Roper
Name:Michael Roper
Title:Chief Executive Officer
Date: November 12, 2024


Exhibit 99.1
newlogo_finala.jpg

Sadot Group, Inc. Reports Third Quarter 2024 Results

Reports Quarterly Net Income of $1.2 million


BURLESON, TX, Texas, November 12, 2024 (ACCESSWIRE) - Sadot Group Inc. (Nasdaq: SDOT) (“Sadot Group”, “Sadot” or the “Company”), an emerging player in the global food supply chain sector, today announced its financial results for the third quarter ended September 30, 2024.

Third Quarter 2024 Financial Highlights
•Consolidated revenues of $201.7 million, a 10.7% increase over the prior year period.
•Net income increased to $1.2 million, up from a $5.2 million loss in the prior year period, a significant improvement of $6.3 million.
•EBITDA of $2.9 million compared to a negative $4.4 million of EBITDA in the prior year period, a significant improvement of $7.4 million.
•Basic EPS improved to $0.25 compared to a negative $1.39 in the prior year period.
•Dilutive EPS improved to $0.23 compared to a negative $1.39 in the prior year period.
•Working capital surplus of $18.9 million compared to $8.3 million at December 31, 2023.

Year to Date 2024 Financial Highlights
•Consolidated revenues of $484.7 million, compared to $555.4 million in the prior year.
•Net income increased to $3.3 million, up from a $6.1 million loss in the prior year, a significant improvement of $9.3 million.
•EBITDA of $6.7 million compared to an EBITDA of negative $4.2 million in the prior year, a significant improvement of $10.9 million.
•Basic EPS improved to $0.74 compared to a negative $1.81 in the prior year.
•Dilutive EPS improved to $0.69 compared to a negative $1.81 in the prior year.

"We are extremely pleased to report positive net income for the second consecutive quarter and record year-to-date net income, milestone achievements for the Company," said Michael Roper, Chief Executive Officer of Sadot Group. "Revenue growth in our core commodity trading business reached 11.6% year-over-year, in the latest three-month period, driven by increased transaction levels as we continued to expand our global commercial platform.” The strength of our performance in the quarter and year-to-date periods reinforces our confidence in key strategies for driving growth and profitability within the nearly $2 trillion global agri-commodities market along with our commitment to delivering shareholder value."
Strategic and Operational Highlights
•Completed 24 transactions of over 0.5 million metric tons of agri-commodities throughout 14 different countries during the third quarter.
•Initiated trades from Sadot Brasil and Sadot Canada expanding the Company’s global presence.
•We are now a 100% franchise concept and have been able to reduce some overhead expenses accordingly.


•Completed the sale of SuperFit foods.
•Continuing due diligence with multiple parties for Pokémoto and Muscle Maker Grill.
•Placed a deposit and in negotiations for the acquisition of an agricultural farming property in Indonesia.

All numbers disclosed in this report are the amounts attributable to Sadot Group Inc. and exclude the portion related to the non-controlling interests. All share based numbers are split adjusted.

Webcast Details

Date: Wednesday, November 13, 2024
Time: 10:30 am EDT/ 7:30 am PDT
To register, please use the following link:

https://audience.mysequire.com/webinar-view?webinar_id=c7e40f7d-e2b2-4540-b18f-f5c281ad6d90

* Please note that when logging into the Webcast, individuals must, when prompted to, “allow video and audio” access to their device to view and hear the call.

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 United States, Brazil, Canada, Colombia, India, Israel, Singapore, Ukraine, United Arab Emirates and Zambia. For more information, please visit www.sadotgroupinc.com.







Sadot Group, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
September 30, 2024December 31, 2023
$’000$’000
ASSETS
Current assets:
Cash962 1,354 
Accounts receivable, net of allowance for doubtful accounts of $0.8 million and $0.2 million as of September 30, 2024 and December 31, 2023, respectively
38,333 52,920 
Inventory1,054 2,561 
Assets held for sale5,431 — 
Other current assets113,241 56,016 
Total current assets159,021 112,851 
Right to use assets137 1,284 
Property and equipment, net11,847 12,883 
Goodwill— 1,798 
Intangible assets, net— 2,833 
Other non-current assets22 46,442 
Total assets171,027 178,091 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses40,346 50,167 
Notes payable, current, net of discount of $0.1 million and $0.2 million as of September 30, 2024 and December 31, 2023, respectively
2,808 6,531 
Operating lease liability, current22 385 
Deferred revenue, current2,161 1,229 
Liabilities held for sale2,464 — 
Other current liabilities92,283 46,270 
Total current liabilities140,084 104,582 
Contract liability, non-current— 46,048 
Notes payable, non-current— 622 
Operating lease liability, non-current117 1,027 
Deferred revenue, non-current— 1,555 
Total liabilities140,201 153,834 
Equity:
Common stock, $0.0001 par value, 20,000,000 shares authorized, 5,020,373 and 4,046,472 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively
1 — 
Additional paid-in capital111,650 107,992 
Accumulated deficit(83,912)(87,179)
Accumulated other comprehensive (loss) / income(180)8 
Total Sadot Group Inc. shareholders' equity27,559 20,821 
Non-controlling interest3,267 3,436 
Total stockholders’ equity30,826 24,257 
Total liabilities and stockholders’ equity171,027 178,091 


Sadot Group, Inc.
Condensed Consolidated Statement of Operations and Other Comprehensive Income/ (Loss)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
$’000$’000$’000$’000
Commodity sales200,906 179,975 480,706 547,900 
Company restaurant sales, net of discounts479 1,937 2,628 6,725 
Franchise royalties and fees321 245 1,319 767 
Franchise advertising fund contributions12 16 40 52 
Other revenues16 — 16 13 
Cost of goods sold(199,271)(179,268)(480,074)(544,803)
Gross profit2,463 2,905 4,635 10,654 
Impairment of goodwill— (828)— (828)
Impairment of intangible assets— (810)— (810)
Depreciation and amortization expenses(49)(443)(421)(1,517)
Franchise advertising fund expenses(12)(16)(40)(52)
Pre-opening expenses— (335)— (371)
Post-closing expenses(91)(60)(120)(173)
Stock-based expenses(1,713)(1,075)(4,430)(5,667)
Sales, general and administrative expenses(4,245)(3,310)(8,770)(7,175)
Loss from operations(3,647)(3,972)(9,146)(5,939)
Other income— 1 19 252 
Interest expense, net(1,718)(301)(2,969)(320)
Change in fair value of stock-based compensation1,001 297 2,691 1,161 
Warrant modification expense— (958)— (958)
Gain / (loss) on fair value remeasurement5,461 (349)11,995 (349)
Gain on sale of trading securities— — 518 — 
Income / (Loss) Before Income Tax1,097 (5,282)3,108 (6,153)
Income tax expense(3)(13)(9)(18)
Net income / (loss)1,094 (5,295)3,099 (6,171)
Net loss attributable to non-controlling interest69 112 169 112 
Net income / (loss) attributable to Sadot Group Inc.1,163 (5,183)3,268 (6,059)
Net Income / (Loss) Per Share attributable to Sadot Group Inc.:
Basic0.25 (1.39)0.74 (1.81)
Diluted0.23 (1.39)0.69 (1.81)
Weighted-Average # of Common Shares Outstanding:
Basic4,693,351 3,742,192 4,436,065 3,344,394 
Diluted5,011,339 3,742,192 4,707,964 3,344,394 


Sadot Group, Inc.
Condensed Consolidated Statement of Operations and Other Comprehensive Income/ (Loss) (Continued)
(Unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
$’000$’000$’000$’000
Net income / (loss)1,094 (5,295)3,099 (6,171)
Other comprehensive income / (loss)
Foreign exchange translation adjustment(4)— (1)— 
Unrealized loss, net of income tax(1)— (187)— 
Total other comprehensive loss(5)— (188)— 
Total comprehensive income / (loss)1,089 (5,295)2,911 (6,171)
Comprehensive loss attributable to non-controlling interest69 112 169 112 
Total Comprehensive income / (loss) attributable to Sadot Group Inc.1,158 (5,183)3,080 (6,059)


Sadot Group, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended September 30,
20242023
$’000$’000
Cash Flows from Operating Activities
Net income / (loss)3,099 (6,171)
Adjustments to reconcile net income / (loss) to net cash used in operating activities:
Impairment of goodwill— 828 
Impairment of intangible assets— 810 
Depreciation and amortization421 1,517 
Stock-based expenses4,430 5,667 
Change in fair value of compensation(2,691)(1,161)
Warrant modification expense— 958 
Unrealized loss, net of income tax(187)— 
Foreign exchange translation adjustment(1)— 
Loss on disposal of assets304 301 
Bad debt expense— 82 
Transfer to assets held for sale(481)— 
Changes in operating assets and liabilities:
Accounts receivable, net20,275 (61,155)
Inventory1,506 61 
Other current assets(57,206)(6,659)
Other non-current assets46,229 — 
Accounts payable and accrued expenses(9,532)55,869 
Other current liabilities46,278 397 
Contract liability, non-current(46,048)— 
Operating right to use assets and lease liabilities, net56 (46)
Deferred revenue528 23 
Total adjustments3,881 (2,508)
Net cash provided by (used in) operating activities6,980 (8,679)
Cash Flows from Investing Activities
Deposit on farmland(5,853)4,914 
Investment from non-controlling interest— 3,655 
Purchases of property and equipment(38)(12,447)
Disposal of property and equipment462 208 
Net cash provided by / (used in) investing activities(5,429)(3,670)
Cash Flows from Financing Activities
Proceeds from notes payable4,569 7,684 
Proceeds from exercise of warrants— 2,153 
Repayments of notes payable(6,512)(4,964)
Net cash (used in) provided by financing activities(1,943)4,873 
Net Increase (Decrease) in Cash(392)(7,476)
Cash – beginning of period1,354 9,898 
Cash – end of period962 2,422 


Reconciliations of EBITDA and Other Non-GAAP Measures
EBITDA and EBITDA Margin are non-GAAP measures. The Company defines EBITDA as Net loss, adjusted for depreciation, amortization, interest income / (expense), and income taxes. The Company believes that EBITDA and EBITDA Margin, (collectively, the “Non-GAAP Measures”) are useful metrics for investors to understand and evaluate its operating results and ongoing profitability because they permit investors to evaluate its recurring profitability from its ongoing operating activities.

EBITDA and EBITDA Margin, have certain limitations, and you should not consider them in isolation or as a substitute for analysis of its results of operations as reported under U.S. GAAP. The Company cautions investors that amounts presented in accordance with its definitions of any of the Non-GAAP Measures may not be comparable to similar measures disclosed by other issuers, because some issuers calculate certain of the Non-GAAP Measures differently or not at all, limiting their usefulness as direct comparative measures.
The following table presents a reconciliation of EBITDA from the most comparable U.S. GAAP measure, Net loss, and the calculations of the Net loss margin and EBITDA Margin for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
 $’000  $’000  $’000  $’000
Net income / (loss)1,094 (5,295)3,099 (6,171)
Adjustments to EBITDA:
Depreciation and amortization expenses49 443 421 1,517 
Interest (income) / expense, net1,718 301 2,969 320 
Income tax expense3 13 9 18 
EBITDA2,864 (4,538)6,498 (4,316)
EBITDA attributable to non-controlling interest69 112 169 112 
EBITDA attributable to Sadot Group Inc.2,933 (4,426)6,667 (4,204)
Gross Profit2,463 2,905 4,635 10,654 
Gross Profit attributable to Sadot Group Inc.2,532 3,017 4,804 10,766 
Net income / (loss) margin attributable to Sadot Group Inc.0.5 %(2.9)%0.6 %(1.1)%
EBITDA margin attributable to Sadot Group Inc.1.5 %(2.4)%1.4 %(0.8)%


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:
Frank Pogubila
SVP
Integrous Communications
W - 951.946.5288
E - IR@sadotco.com

v3.24.3
Cover
Aug. 09, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 12, 2024
Entity File Number 001-39223
Entity Registrant Name SADOT GROUP INC.
Entity Incorporation, State or Country Code NV
Entity Tax Identification Number 47-2555533
Entity Address, Address Line One 295 E. Renfro Street
Entity Address, Address Line Two Suite 209
Entity Address, City or Town Burleson
Entity Address, State or Province TX
Entity Address, Postal Zip Code 76028
City Area Code (832)
Local Phone Number 604-9568
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.0001 par value
Trading Symbol SDOT
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001701756
Amendment Flag false
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