0001701756false00017017562023-03-212023-03-21

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): March 20, 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.)
1751 River Run, Suite 200, Fort Worth, Texas 76107
(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 March 20, 2024, Sadot Group, Inc. (the “Company”) issued a press release regarding its financial results for the year ended December 31, 2023. 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
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: March 20, 2024


Exhibit 99.1
newlogo_finala.jpg
Sadot Group Inc. Reports Full Year 2023 Results
2023 Revenue Rises to $726.7 million from $161.7 million in 2022
Adjusted EBITDA Rises to $0.1 million vs. $2.0 million loss Year over Year
Engages Third Party to Explore the Potential Divestment of its Restaurant and Food Prep Assets

Fort Worth, Texas, March 20, 2024 (ACCESSWIRE) – Sadot Group Inc. (Nasdaq: SDOT) (the “Sadot Group” or the “Company”), an emerging player in the global food supply chain sector, today announced that it disclosed its full year results for the period ending December 31, 2023. Chief Executive Officer, Michael Roper and Chief Financial Officer, Jennifer Black will host a conference call at 11 am Eastern Daylight Time on March 21, 2024, to discuss the results. All interested parties are invited to join this call. The full year financial statements ended December 31, 2023, are available on the “Investors” section of the Company's website (https://www.ir-sadotgroupinc.com/sec-filings) and can also be found on www.sec.gov.
Financial highlights for the year ended December 31, 2023:

•In 2023, the Company's consolidated revenue was $726.7 million, a significant increase compared to $161.7 million for the year ended December 31, 2023.

•Non-GAAP adjusted EBITDA from operations was $0.1 million in 2023 compared to $2.0 million loss in 2022.

•In 2023, the Company's assets increased to $178.1 million from $27.2 million in 2022.

•The Company, as of December 31, 2023, had a cash balance of $1.4 million compared to a cash balance of $9.9 million in 2022 as cash was deployed to facilitate trades.

•In 2023, Sadot Group’s working capital increased to $8.3 million from $4.0 million in 2022.

Review of Key Highlights:

•The Company reported consolidated revenue increase from the prior year is mainly due to sales revenue generated from our Sadot Agri-Foods division which began operations in November of 2022.

•The Company’s 2023 non-GAAP adjusted EBITDA from operations was $0.1 million for 2023 compared to $2.0 million loss in 2022 was mainly due to our Sadot Agri-Foods division which generated $9.3 million of net income.

•The Company’s total assets increased from $27.2 million in 2022 to $178.1 million in 2023. This is attributed to strategic initiatives such as the acquisition of the farm, accounts receivable related to trades, and forward sales contracts for future delivery.

•As of December 31, 2023, the Company had a cash balance of $1.4 million compared to a cash balance of $9.9 million as of December 31, 2022. This decline is a deliberate outcome of Sadot Group’s strategic shift away from the restaurant business towards the Sadot Agri-Foods division. The deployment of cash is intrinsic to the Company’s business model for generating revenue and margins.



•The Company is fully focusing on the Sadot Agri-Foods division as we have made the decision to explore alternatives including potentially divesting the Company of its restaurant operations which have had a material impact on earnings over the past year. The Company has engaged Lisiten Associates in New York, specialists in the sale of restaurant concepts, to explore the potential divestment of the Company’s remaining restaurant and meal prep assets.

“It has been a truly transformative first 16 months since Sadot Group refocused and retooled the organization to become an emerging player in the global food supply chain,” stated Michael Roper CEO of Sadot group. “Beginning with our initial focus on agri-commodity origination and trading, we have embarked on a journey of diversification and growth. Our strategic decision to hire Lisiten Associates to explore alternatives in our restaurant holdings underscores our commitment to focusing on our core operations and driving long-term value for our shareholders.”
Webcast Details:
Date: March 21, 2024
Time: 11:00 AM EDT / 8:00 AM PDT
To register, please use the link below: 

https://audience.mysequire.com/webinar-view?webinar_id=4f2fc5b6-6d78-4bd4-acc4-ca909e8101f6
* Please note that when logging into the Webcast individuals must, when prompted to, “allow video and audio” access to
your 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 Ft. Worth, Texas with subsidiary operations all throughout the United States, Brazil, Colombia, Dubai, India, Israel, Singapore, Ukraine and Zambia. For more information, please visit www.sadotgroupinc.com.


Sadot Group, Inc.
Consolidated Balance Sheets
December 31, 2023December 31, 2022
$’000$’000
ASSETS
Current assets:
Cash1,354 9,898 
Accounts receivable, net of allowance for doubtful accounts of $0.2 million and $23.4 thousand as of December 31, 2023 and 2022, respectively
52,920 135 
Inventory2,561 298 
Other current assets56,016 317 
Total current assets112,851 10,648 
Right to use assets1,284 2,433 
Property and equipment, net12,883 1,895 
Goodwill1,798 2,626 
Intangible assets, net2,833 4,611 
Deposit on farmland— 4,914 
Other non-current assets46,442 103 
Total assets178,091 27,230 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued expenses50,167 1,953 
Accrued stock-based compensation expense, related party— 3,603 
Notes payable, current, net of discount of $0.2 million and nil as of December 31, 2023 and 2022, respectively
6,531 222 
Operating lease liability, current385 560 
Deferred revenue, current1,229 95 
Derivative liability— — 
Other current liabilities46,270 182 
Total current liabilities104,582 6,615 
Contract liability, non-current46,048 — 
Notes payable, non-current622 759 
Operating lease liability, non-current1,027 2,019 
Deferred revenue, non-current1,555 1,276 
Total liabilities153,834 10,669 
Equity:
Common stock, $0.0001 par value, 200,000,000 shares authorized, 40,464,720 and 29,287,212 shares issued and outstanding as of December 31, 2023, and 2022, respectively
4 3 
Additional paid-in capital107,988 95,913 
Accumulated deficit(87,179)(79,355)
Accumulated other comprehensive income8 — 
Total Sadot Group, Inc. shareholders' equity20,821 16,561 
Non-controlling interest3,436 — 
Total equity24,257 16,561 
Total liabilities and equity178,091 27,230 


Sadot Group, Inc.
Consolidated Statement of Operations and Other Comprehensive Loss
For the Years Ended December 31,
20232022
$’000$’000
Commodity sales717,506 150,586 
Company restaurant sales, net of discounts8,053 10,300 
Franchise royalties and fees1,041 727 
Franchise advertising fund contributions73 81 
Other revenues13 5 
Cost of goods sold(716,755)(157,307)
Gross profit9,931 4,392 
Impairment of intangible asset(811)(347)
Impairment of goodwill(828)— 
Depreciation and amortization expenses(1,808)(2,015)
Franchise advertising fund expenses(73)(81)
Pre-opening expenses(371)(117)
Post-closing expenses(212)(197)
Stock-based expenses(6,192)(3,716)
Sales, general and administrative expenses(9,404)(6,035)
Loss from operations(9,768)(8,116)
Other income308 46 
Interest expense, net(469)(7)
Change in fair value of stock-based compensation1,339 — 
Warrant modification expense(958)— 
Gain on fair value remeasurement1,491 — 
Gain on debt extinguishment— 140 
Loss Before Income Tax(8,057)(7,937)
Income tax benefit / (expense)15 (25)
Net loss(8,042)(7,962)
Net loss attributable to non-controlling interest218 — 
Net loss attributable to Sadot Group, Inc.(7,824)(7,962)
Net Loss Per Share attributable to Sadot Group, Inc.:
Basic and Diluted(0.22)(0.28)
Weighted-Average Number of Common Shares Outstanding:
Basic and Diluted34,940,559 28,558,586 


Sadot Group, Inc.
Consolidated Statement of Operations and Other Comprehensive Loss (Continued)
For the Years Ended December 31,
20232022
$’000$’000
Net loss(8,042)(7,962)
Other comprehensive income
Foreign exchange translation adjustment2 — 
Unrealized gain, net of income tax6 — 
Total other comprehensive income8 — 
Total comprehensive loss(8,034)(7,962)
Comprehensive loss attributable to non-controlling interest218 — 
Total Comprehensive loss attributable to Sadot Group, Inc.(7,816)(7,962)


Sadot Group, Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31,
20232022
$’000$’000
Cash Flows from Operating Activities
Net loss(8,042)(7,962)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of intangible asset811 347 
Impairment of goodwill828 — 
Depreciation and amortization expenses1,808 2,015 
Stock-based expenses6,192 3,755 
Change in fair value of stock-based compensation(1,339)— 
Warrant modification expense958 — 
Gain on extinguishments of debt— (140)
Unrealized gain, net of income tax6 — 
Foreign exchange translation adjustment2 — 
Loss on disposal of assets197 274 
Bad debt expense77 (48)
Changes in operating assets and liabilities:
Accounts receivable, net(52,863)(4)
Inventory(2,263)(39)
Operating right to use assets and lease liabilities, net(19)124 
Other current assets(55,698)1,472 
Other non-current assets(46,339)65 
Accounts payable and accrued expenses48,723 (133)
Other current liabilities46,089 (104)
Contract liability, non-current46,048 — 
Deferred rent— (128)
Deferred revenue1,413 308 
Total adjustments(5,369)7,764 
Net cash used in operating activities(13,411)(198)
Cash Flows from Investing Activities
Deposit on farmland— (4,914)
Investment from non-controlling interest3,654 — 
Purchases of property and equipment(7,533)(597)
Disposal of property and equipment421 — 
Collections from notes receivable— 70 
Net cash used in investing activities(3,458)(5,441)
Cash Flows from Financing Activities
Proceeds from notes payable11,865 — 
Repayments of notes payables(5,693)(230)
Proceeds from exercise of warrants2,153 — 
Net cash provided by / (used in) financing activities8,325 (230)
Net Decrease in Cash(8,544)(5,869)
Cash – beginning of period9,898 15,767 
Cash – end of period1,354 9,898 


Reconciliations of EBITDA, Adjusted EBITDA and Other Non-GAAP Measures
EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin are non-GAAP measures. We define EBITDA as Net loss, adjusted for depreciation, amortization, interest income / (expense), and income taxes. We define Adjusted EBITDA as Net loss, adjusted for depreciation, amortization, net interest (income) expense, income taxes, impairment expenses, stock-based consulting expense, derived from amounts presented in the Consolidated Statement of Operations and Other Comprehensive Loss. We believe that EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin, (collectively, the “Non-GAAP Measures”) are useful metrics for investors to understand and evaluate our operating results and ongoing profitability because they permit investors to evaluate our recurring profitability from our ongoing operating activities.

EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin, have certain limitations, and you should not consider them in isolation or as a substitute for analysis of our results of operations as reported under U.S. GAAP. We caution investors that amounts presented in accordance with our 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 and Adjusted EBITDA from the most comparable U.S. GAAP measure, Net loss, and the calculations of the Net loss margin and Adjusted EBITDA Margin for the year ended December 31, 2023 and 2022:
For the Years Ended December 31,
20232022
$’000$’000
Net loss(8,042)(7,962)
Adjustments to EBITDA:
Depreciation and amortization expenses1,808 2,015 
Interest expense, net469 7 
Income tax (benefit) / expense(15)25 
EBITDA(5,780)(5,915)
Adjustments to Adjusted EBITDA:
Impairment of intangible asset811 347 
Impairment of goodwill828 — 
Other income(308)(46)
Change in fair value of stock-based compensation(1,339)— 
Gain on debt extinguishment— (140)
Warrant modification expense958 — 
Gain on fair value remeasurement(1,491)— 
Stock-based consulting expenses6,192 3,716 
Adjusted EBITDA(129)(2,038)
Adjusted EBITDA attributable to non-controlling interest218 — 
Adjusted EBITDA attributable to Sadot Group, Inc.89 (2,038)
Gross Profit9,931 4,392 
Gross Profit attributable to Sadot Group, Inc.10,149 4,392 
Net loss Margin attributable to Sadot Group, Inc.(1.1)%(4.9)%
Adjusted EBITDA Margin attributable to Sadot Group, Inc.— %(1.3)%


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

v3.24.1
Cover
Mar. 21, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Mar. 20, 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 1751 River Run
Entity Address, Address Line Two Suite 200
Entity Address, City or Town Fort Worth
Entity Address, State or Province TX
Entity Address, Postal Zip Code 76107
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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