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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): August 7, 2023
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)) |
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.
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 |
|
GRIL |
|
The Nasdaq Stock Market |
Item
2.02 Results of Operations and Financial Condition.
On
August 7, 2023, Sadot Group Inc. (the “Company”) issued a corporate update announcing certain unaudited preliminary revenue
and net income results for Sadot LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company. A copy of the
corporate update is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
As
provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K (including Exhibit
99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
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: |
August 7, 2023 |
|
|
Exhibit
99.1
August
7, 2023
Dear
Shareholders,
I
am pleased to share a comprehensive corporate update for the last eight months at Sadot Group Inc. (the “Sadot Group” or
the “Company”) (Nasdaq: SDOT), which recently changed its name from “Muscle Maker Inc.” (Nasdaq: GRIL). With
the addition of Sadot LLC (“Sadot Agri-Foods”) in November 2022, the Company executed a strategic pivot into the global agri-foods
supply chain sector. This shift has resulted in a period of remarkable growth and progress for the Company. As noted in our Q1 2023 filings,
Q1 2023 revenues were $213 million compared to Q1 2022 revenues of $3 million. Our Sadot Agri-Foods unit achieved $515 million in total
revenue since November 2022 by generating over $45.7 million in top line revenue for the month of June 2023. This marks the eighth consecutive
month in which Sadot Agri-Foods’ top line revenue exceeded $45 million. We look forward to sharing our continued revenue growth
for Q2, 2023 on our upcoming earnings call that is scheduled for Thursday, August 10. To register and attend, please use this link: https://audience.mysequire.com/webinar-view?webinar_id=190e174d-78f6-40ef-b756-7bcc24eca200
It
has been an extremely busy period with numerous developments and I would like to outline and highlight some of the significant milestones
achieved during this time. We are proud of our people and partnerships, as well as the successful execution of our growth strategy that
has transformed us into a global, food-focused organization, sourcing and providing healthier food options.
To
underscore the strategic pivot into the global agri-foods supply chain sector, the Company took the momentous step of changing our name
from Muscle Maker Inc. to Sadot Group Inc. effective July 27, 2023. The name change recognizes the Company’s evolution of our core
business and aligns with our strategic vision as we transform into a global supply chain organization focused on sustainable agri-foods.
In addition, the Company’s common stock began trading on NASDAQ under the ticker symbol “SDOT.”
Of
note, the Sadot Group reported a net loss for Q1 2023 of $1,066,000. However, this net loss was primarily due to the non-cash charges
we are required to incur under GAAP of $3,359,000 related to stock issuance expense incurred for the Company’s service agreement
with Aggia LLC FZ who is providing operational management of Sadot Agri-Foods. I am pleased to inform you that we have amended the terms
of the Aggia agreement effective April 1, 2023, allowing us to better reflect the true operational and financial performance of the Sadot
Group. We have now issued the remaining shares. Additional details are provided below.
In
addition to our remarkable financial performance, I would also like to reiterate and highlight that the Sadot Group was recently added
to the Russell Microcap Index. This inclusion is a testament to our continued progress and growing market presence, and it further enhances
our visibility among investors and the investment community.
Strategic
Vision and Global Expansion
Late
in 2022, the Sadot Group embarked on a strategic journey to become a global agri-foods supply chain organization, focused on sustainable
solutions to the world’s food security issues. This vision propelled us to expand internationally, with headquarters in Ft. Worth,
Texas, and operations and offices spanning across the United States, Dubai, Singapore, Ukraine, and Zambia. This expansion opened new
avenues for growth and solidified the Company’s position as a global player in the food supply chain sector.
The
Sadot Group is now a Truly Diversified Company with Multiple Verticals in the Food Supply Chain Sector
The
Sadot Group has rapidly evolved and now operates within three key verticals of the global food supply chain, reinforcing our market presence
and enhancing our capabilities:
1.
TRADING OPERATIONS: This includes the global sourcing and trading of food and feed products such as soybean meal, wheat, and corn.
2.
FARM OPERATIONS: We have ventured into crop farm production in Southern Africa with a focus on major commodities like wheat, soy,
and corn, alongside high-value tree crops such as avocado and mango.
3.
FOOD SERVICE OPERATIONS: Encompasses 47 fast casual restaurants across the United States and an international presence in Kuwait,
with our flagship Pokémoto brand leading our food service operations.
Major
Highlights, Milestones and Updates
| 1. | The
formation of the Sadot Agri-Foods subsidiary and our strategic service agreement with Aggia
to manage and operate the division. |
The
Sadot Group and Aggia entered into a service agreement in November of 2022 which has led to the steady and sustained revenue generation
from of our Sadot Agri-Foods subsidiary since its formation. The Sadot Agri-Foods generated approximately $515 million to date and has
contributed in excess of $9.9 million in net income for the Company. As per the terms of the service agreement with Aggia, Aggia has
also nominated eight directors to our board and received Sadot Group common stock for their performance since Sadot Agri-Foods’
inception.
| 2. |
Improved agreement with Aggia. |
Recently,
we made an important announcement regarding the amendment of our agreement with Aggia. The primary objective of this amendment is to
provide clearer and more accurate financial reporting, ensuring our stakeholders have a transparent view of our progress and achievements.
The effect of these changes will be reflected in the Sadot Group’s Q2 2023 earnings.
The
revisions will streamline reporting processes and improve financial transparency. The amended agreement includes the following key changes:
A.
Adjustment in Stock Issuance: For accounting purposes, the allocation of Sadot Agri-Foods’ net income for stock issuance has
been modified from 80% down to 40%.
B.
Debt Accumulation Formula: The formula for debt accumulation has also been revised to be based on 40% of Sadot Agri-Foods’
net income.
C.
Immediate Issuance of Remaining Shares: To address the changes, the Sadot Group has issued all remaining shares (approximately 8.8
million shares) to Aggia, which will hold voting rights.
D.
Claw Back Provision: In order to ensure fairness, a claw back provision has been implemented. The Sadot Group retains the right to
reclaim any of the issued shares at the end of five years if they haven’t been earned as outlined above.
E.
The primary objectives of these revisions are to simplify reporting processes, increase the Sadot Group’s allocation of Sadot
Agri-Foods’ net income, and provide greater clarity regarding the Company’s financial performance.
To
illustrate the potential impact of the amended agreement, below is a hypothetical scenario based on the Sadot Group’s actual Q1
2023 figures.
| Q1 2023 Comparison of Revised to Previous Aggia agreement using |
| Sadot Agri-Foods’ actual Q1 2023 financials to illustrate the change to the Sadot Group’s Net Income. |
| | |
| | |
| |
| | |
Revised Agreement | | |
Previous Agreement | |
| Sadot Agri-Foods Net Income | |
$ | 4,300,000 | | |
$ | 4,300,000 | |
| Stock allocation expense in % | |
| 40 | % | |
| 80 | % |
| Stock allocation expense in $ | |
$ | -1,720,000 | | |
$ | -3,440,000 | |
| Sadot Agri-Foods income contribution to the Sadot Group’s overall net income | |
$ | 2,580,000 | | |
$ | 860,000 | |
Under
the amended agreement, Sadot Agri-Foods’ net income of $4.3 million for Q1 of 2023 would have contributed $2,580,000 to the Sadot
Group’s overall net income as opposed to only $860,000 under the Previous agreement. As a result, the amended agreement would have
transformed Sadot Group’s Q1 2023 overall reported net loss of -$1,066,000 into a positive net income gain of $654,000.
In
conclusion, the amended service agreement aligns Sadot Group’s financial reporting with its operational performance, improves financial
stability, and demonstrates the Company’s potential for sustained growth. The changes made provide a clearer representation of
the Sadot Group’s true financial position, allowing stakeholders to make better-informed decisions. We are confident that these
revisions position the Sadot Group on a path towards greater financial success.
| 3. |
Establishing Farm Operations |
In
Q2’23, the Sadot Group acquired a 2000ha (hectares) commercial farm in Zambia’s Mkushi Region. The farm produces grains such
as wheat, corn and soy, as well as avocado and mango. The farm is currently in its second annual planting cycle that will be harvested
towards the end of the year. Additional land will be planted in the coming years to increase revenues and market presence.
The
acquisition of the farm aligns with the Sadot Group’s strategic vision of vertical integration, a step that could provide certain
advantages in our goal to enhance profitability, if any. By incorporating practical vertical integration, the Company aims to boost margins.
One key benefit is the farm’s capability to ensure a steady and reliable supply of grains and tree crops, which are currently experiencing
high demand in the market with potential for higher margins.
Once
the farm transaction is fully executed, the farm could serve as an asset for collateral, potentially enabling the Sadot Group to access
credit facilities more effectively. This financial leverage could allow the Company to pursue further growth opportunities and invest
in various ventures.
Moreover,
the newly acquired farm has the potential to provide a fresh source of revenue by operating as a regional hub for smaller farmers. By
providing future warehousing and distribution services for their products, the Sadot Group will not only aid these farmers in reaching
wider markets but may also help them optimize their agricultural practices and adopt innovative technologies (Ag-tech). The goal of this
symbiotic relationship is to foster a collaborative environment, strengthening the agricultural community as a whole while also contributing
to the Company’s bottom line.
In
conclusion, the strategic decision to vertically integrate through the farm acquisition is expected to yield multiple benefits. It has
the potential to secure a stable supply chain and establish a mutually beneficial ecosystem that fosters innovation and growth in the
agricultural sector.
| 4. |
Optimizing Food Service Operations (Pokémoto / Muscle
Maker Grill / Superfit Foods) |
Pokémoto
The
Sadot Group’s flagship fast casual restaurant brand, recently celebrated the grand opening of its 32nd location, marking a significant
milestone in its expansion journey. With operations already established in 15 states, Pokémoto’s popularity is on the rise.
The brand’s success is further reflected in securing over an additional 55 signed franchise agreements to date, a testament to
its appeal and brand recognition, and potential for growth throughout the USA. The Sadot Group is determined to become a leader in the
industry with Pokémoto, aspiring to become the premier brand in the rapidly growing fast casual “Poke” segment. As
part of its strategic vision, the Sadot Group is actively working to transition corporate locations into a streamlined franchise model.
This move aims to enhance efficiency while providing a localized brand experience across all Pokémoto outlets, projecting the
Company toward being a leading player in the “Poke” fast casual dining restaurant segment.
Muscle
Maker Grill
The
Sadot Group is actively pursuing an optimization strategy for its current locations, aiming to maximize efficiency and focus on Pokémoto’s
growth. To achieve this strategic position, the Company is exploring various options, including converting and rebranding some of its
existing locations to Pokémoto outlets, leveraging the brand’s success and popularity. Additionally, the Company is considering
co-branding certain locations with Pokémoto to leverage synergies and expand its customer base. However, in cases where optimization
may not be feasible, the Company is open to making tough decisions, even considering the possibility of closing down some locations to
redirect resources towards the expansion of Pokémoto, which it has recently done with five Muscle Maker Grill locations. By carefully
evaluating each option, the Sadot Group is confident that taking this fiscally responsible path will enable them to concentrate all efforts
on propelling Pokémoto towards becoming a dominant force in the fast-casual “Poke” market segment.
Superfit
Foods
In
line with our strategic vision, the Company has made the decision to explore strategic alternatives for its Superfit Foods brand. Recognizing
that Superfit Foods is not a core segment of its overall Food Service Operations business plan moving forward, the Company is seeking
to streamline its focus and resources towards the growth and expansion of Pokémoto, its flagship fast casual restaurant brand.
By evaluating strategic alternatives for Superfit Foods, the Company aims to ensure a more concentrated effort on its primary objective
of solidifying Pokémoto’s position as a leading player in the fast casual dining industry. This strategic shift reflects
Sadot Group’s commitment to maximizing opportunities in its core areas of strength and innovation.
Summary
In
conclusion, the past eight months have been eventful and transformative for Sadot Group Inc. We are proud of the dedicated efforts of
our people and the strength of our partnerships that have fueled our growth and expansion into the global food market. We want to take
this opportunity to express our heartfelt gratitude to all of the shareholders for their unwavering support throughout this journey.
Your belief in our vision has been instrumental in driving us forward.
As
we move ahead, we value your feedback and encourage you to share your thoughts, helping us effectively communicate our story and progress.
We truly believe that our success is a result of the collective effort of our people and our stakeholders, and we are committed to creating
value for each and every one of you.
Looking
back on the work accomplished to date, we are extremely proud of our achievements, but the real excitement lies in our future. The path
ahead is filled with boundless opportunities, and we are enthusiastic about the possibilities that await us.
Moreover,
we are thrilled to share that the coming days, weeks, and months will be filled with additional exciting news as we continue to grow
and shape the future of Sadot Group Inc. Your continued support and engagement are invaluable to us, and we eagerly anticipate sharing
our progress and milestones with you.
Once
again, thank you for being an integral part of our journey. Together, we will continue to build a stronger, more innovative, and impactful
Sadot Group Inc.
Sincerely,
Michael
Roper
Michael
Roper
Chief
Executive Officer
Sadot
Group Inc.
About
this Corporate Update
The
preliminary, unaudited financial results included in this Corporate Update are based on information available as of June 30, 2023, and
management’s initial review of operations and financial results as of such date. They remain subject to change based on the completion
of the Company’s customary quarterly financial closing and review procedures and are forward-looking statements. The Company assumes
no obligation to update these statements, except as may be required by law. The actual results may be materially different and are affected
by the risk factors and uncertainties identified in this Corporate Update and in the Company’s annual and quarterly filings with
the Securities and Exchange Commission. Further, the Company’s independent auditor has not reviewed or performed any procedures
on the preliminary, unaudited financial results.
Forward-Looking
Statements
This
Corporate Update 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 Corporate Update 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.
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