SDOT

EX-99.1

2 e7858_ex99-1.htm

EXHIBIT 99.1

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 t

sdot-202511190001701756false00017017562023-08-092023-08-09

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

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 19, 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. ☐

Explanatory Note

This Amendment No. 1 to Form 8-K/A (this “Amendment”) is being filed solely to correct an administrative error in the Current Report on Form 8-K originally filed with the Securities and Exchange Commission on November 19, 2025 (the “Original Form 8-K”).

In the Original Form 8-K, the disclosure was inadvertently identified under Item 2.01 (Completion of Acquisition or Disposition of Assets). The appropriate Item for the disclosed event is Item 2.02 (Results of Operations and Financial Condition). This Amendment corrects the Item designation in the EDGAR header and cover page to reflect Item 2.02. No other changes are being made to the substance of the disclosure provided in the Original Form 8-K, and this Amendment does not amend, update, or modify any other information contained therein.

Except for the correction described above, this Amendment speaks as of the filing date of the Original Form 8-K and does not reflect any events occurring after such date or modify or update any disclosures in the Original Form 8-K in any other respect.

Item 2.02 Results of Operations and Financial Condition. On November 19, 2025, Sadot Group Inc. (the “Company”) issued a press release regarding its financial results for the period ended September 30, 2025. The full text of the press release issued in connection with the announcement is 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 (1)Press Release dated November 19, 2025

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1)Incorporated by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on November 19, 2025.

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: November 20, 2025

sdot-202508140001701756false00017017562023-08-092023-08-09

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): August 14, 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 2.02 Results of Operations and Financial Condition. On August 14, 2025, Sadot Group Inc. (the “Company”) issued a press release regarding its financial results for the period ended June 30, 2025. The full text of the press release issued in connection with the announcement is 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 99.1Press Release dated August 14, 2025

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/ Chagay Ravid Name:Chagay Ravid Title:Chief Executive Officer

Date: August 14, 2025