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Equity | 9 Months Ended
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Sep. 30, 2025
Equity [Abstract] |
Equity | 22. Equity Stock Option and Stock Issuance Plan 2021 Plan The Company’s board of directors and shareholders approved and adopted on October 7, 2021 the 2021 Equity Incentive Plan (“2021 Plan”), effective on September 16, 2020, under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2021 Plan, the Company reserved 15,000 shares of common stock for issuance. As of September 30, 2025, 6,561 shares have been issued and 3,986 options to purchase shares have been awarded under the 2021 Plan. 2023 Plan The Company’s board of directors and shareholders approved and adopted on February 28, 2023, the 2023 Equity Incentive Plan (“2023 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2023 Plan, the Company reserved 25,000 shares of common stock for issuance. As of September 30, 2025, 24,238 shares have been issued and 690 option to purchase shares have been awarded under the 2023 Plan. 2024 Plan The Company’s board of directors and shareholders approved and adopted on December 20, 2023, the 2024 Equity Incentive Plan (“2024 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2024 Plan, the Company reserved 75,000 shares of common stock for issuance. As of September 30, 2025, 74,996 shares have been issued under the 2024 Plan. Common Stock Issuances On January 4, 2024, the Company authorized the issuance of 1,056 shares of common stock to the members of the board of directors as compensation earned during the fourth quarter of 2023. On January 8, 2024, the Company authorized the issuance of 2,769 shares of common stock in connection with the conversion of notes payable. On January 11, 2024, the Company authorized the issuance of 2,789 shares of common stock in connection with the conversion of notes payable. On January 22, 2024, the Company authorized the issuance of 3,058 shares of common stock in connection with the conversion of notes payable. On January 29, 2024, the Company authorized the issuance of 3,044 shares of common stock in connection with the conversion of notes payable. On February 16, 2024, the Company authorized the issuance of 30 shares of common stock to a consultant for services rendered. On February 16, 2024, the Company authorized the issuance of 3,057 shares of common stock in connection with the conversion of notes payable. On March 15, 2024, the Company authorized the issuance of 6,089 shares of common stock in connection with the conversion of notes payable. On March 20, 2024, the Company authorized the issuance of 7,608 shares of common stock in connection with the conversion of notes payable. On March 28, 2024, the Company authorized the issuance of 795 shares of common stock to a consultant for services rendered. On March 31, 2024, the Company vested 5,009 shares of common stock to Aggia as consulting fees earned during the fourth quarter of 2023. On June 30, 2024, the Company vested 13,990 shares of common stock to Aggia as consulting fees earned during the first quarter of 2024. On August 14, 2024, the Company authorized the issuance of 5,498 shares of common stock in connection with the conversion of notes payable. On August 19, 2024, the Company authorized the issuance of 10,425 shares of common stock in connection with the conversion of notes payable. On August 26, 2024 the Company authorized the issuance of 4,750 shares of common stock to a consultant for services rendered. On September 27, 2024, the Company authorized the issuance of 6,255 shares of common stock in connection with the conversion of notes payable. On September 30, 2024, the Company vested 12,115 shares of common stock to Aggia as consulting fees earned during the second quarter of 2024. On March 25, 2025, the Company authorized the issuance of 3,407 shares of common stock to consultants for services rendered. On March 31, 2025, the Company vested 7,934 shares of common stock to Aggia as consulting fees earned during the first quarter of 2025. On April 25, 2025, the Company exchanged a note payable of $25.0 thousand for 1,894 shares of common stock. On April 30, 2025, the Company exchanged a note payable of $0.1 million for 4,924 shares of common stock. On May 6, 2025, the Company exchanged a note payable of $0.1 million for 4,274 shares of common stock. On May 12, 2025, the Company exchanged a note payable of $0.1 million for 4,856 shares of common stock. On May 14, 2025, the Company exchanged a note payable of $0.1 million for 5,769 shares of common stock. On May 19, 2025, the Company exchanged a note payable of $0.2 million for 15,000 shares of common stock. On May 28, 2025, the Company exchanged a note payable of $0.1 million for 10,416 shares of common stock. On June 2, 2025, the Company exchanged a note payable of $0.1 million for 11,111 shares of common stock. On June 10, 2025, the Company exchanged a note payable of $0.2 million for 16,667 shares of common stock. On June 12, 2025, the Company exchanged a note payable of $0.3 million for 30,000 shares of common stock. On June 15, 2025, the Company exchanged a note payable of $0.2 million for 19,000 shares of common stock. On June 30, 2025, the Company authorized the issuance of 7,770 shares of common stock to consultants for services rendered. On July 25, 2025, the Company authorized the issuance of 250,000 shares of common stock to a placement agent for services rendered in connection with an offering. On August 19, 2025, the Company authorized the issuance of 5,000 shares of common stock to a consultant for services rendered. On September 23, 2025, the Company authorized the issuance of 44,370 shares of common stock in connection with the conversion of notes payable. On September 24, 2025, the Company authorized the issuance of 13,849 shares of common stock in connection with the conversion of notes payable. On September 30, 2025, the Company authorized the issuance of 37,063 warrants in connection with the conversion of notes payable. On September 30, 2025, the Company authorized the issuance of 9,940 shares of common stock to consultants for services rendered. Preferred Stock Our authorized preferred stock consists of 1,000,000 shares of preferred stock, $0.0001 par value per share. As of September 30, 2025 there are no shares of preferred stock currently issued and outstanding. Restricted Share Awards Per Addendum 2, on July 14, 2023, the Company issued Restricted Share Awards ("RSA's") to Aggia. These RSA's are considered issued as of the effective date on April 1, 2023. Pursuant to the Services Agreement these RSA's vest on a progressive schedule, at a rate equal to the Net Income of Sadot Agri-Foods, calculated quarterly divided by $312.50, which for accounting purposes shall equal 40% of the net income of Sadot Agri-Foods, calculated quarterly divided by $125.00. Shares shall be considered issued and outstanding as of the effective date and Aggia shall hold rights associated with such Shares; provided, however, Shares not earned or purchased may not be transferred, offered, pledged, sold, subject to a contract to sell, granted any options for the sale of or otherwise disposed of, directly or indirectly. Aggia permanently waived the vesting of RSA's for the three months ended June 30, 2025 and were not entitled to any for the three months ended September 30, 2025. The total RSA's vested for Aggia for the nine months ended September 30, 2025 were 9,940. On September 30, 2025, there were 25,459 restricted share awards outstanding awarded to employees, consultants and the board of directors. A summary of the activity related to the restricted share awards, is presented below:
| Total RSA's |  | Weighted-average grant date fair value
|  |  | $
Unvested at, December 31, 2023 | 90,988 |  | 108.50 |
Granted | 21,360 |  | 29.50 |
Forfeited | — |  | — |
Vested | (24,710) |  | 97.00 |
Unvested at September 30, 2024 | 87,638 |  | 93.20 |
Unvested at December 31, 2024 | 64,033 |  | 70.82 |
Granted | 25,681 |  | 23.09 |
Forfeited | (9,087) |  | 34.42 |
Vested | (33,370) |  | 55.03 |
Unvested at September 30, 2025 | 47,257 |  | 63.02 |
Change in fair value of stock-based compensation on the Unaudited Condensed Consolidated Statement of Operations and Other Comprehensive Income / (Loss) is made up of the difference between the agreed upon issuance price, per the servicing agreement with Aggia and the market price on the day of issuance. Change in fair value of stock-based compensation was nil and $1.0 million for the three months ended September 30, 2025, and 2024, respectively, and $0.8 million and $2.7 million for the nine months ended September 30, 2025 and 2024, respectively. See Note 18 – Commitments and contingencies for further details on Restricted Share Awards. Warrant and Option Valuation The Company has computed the fair value of warrants and options granted using the Black-Scholes option pricing model. The expected term used for warrants and options issued to non-employees is the contractual life. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected term of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Options A summary of option activity is presented below:
| Weighted-average exercise price |  | Number of options |  | Weighted-average remaining life (in years) |  | Aggregate intrinsic value
| $ |  |  |  |  |  | $’000
Outstanding, December 31, 2023 | 109.00 |  |  | 8,275 |  | 4.26 |  | — |
Granted | — |  |  | — |  | N/A |  | — |
Exercised | — |  |  | — |  | N/A |  | — |
Forfeited | 151.00 |  |  | (150) |  | N/A |  | — |
Outstanding, September 30, 2024 | 109.00 |  |  | 8,125 |  | 3.42 |  | 3,125 |
Exercisable and vested, September 30, 2024 | 99.60 |  |  | 3,288 |  | 3.31 |  | 1,538 |
Outstanding, December 31, 2024 | 108.39 |  |  | 8,126 |  | 4.26 |  | — |
Granted | — |  |  | — |  | N/A |  | — |
Exercised | — |  |  | — |  | N/A |  | — |
Forfeited | 215.47 |  |  | (3,223) |  | N/A |  | — |
Outstanding, September 30, 2025 | 105.34 |  |  | 4,903 |  | 2.09 |  | — |
Exercisable and vested, September 30, 2025 | 101.89 |  |  | 3,595 |  |  | 1.91 |  | — |
Warrants A summary of warrants activity during the nine months ended September 30, 2025 and 2024 is presented below:
| Weighted-average exercise price |  | Number of warrants |  | Weighted-average remaining life (in years) |  | Aggregate intrinsic value
| $ |  |  |  |  |  | $’000
Outstanding, December 31, 2023 | 196.90 |  |  | 173,799 |  | 2.61 |  | — |
Granted | — |  |  | — |  | N/A |  | — |
Exercised | — |  |  | — |  | N/A |  | — |
Forfeited | 314.70 |  |  | (14,498) |  | N/A |  | — |
Outstanding, September 30, 2024 | 189.00 |  |  | 159,301 |  | 2.07 |  | — |
Exercisable, September 30, 2024 | 189.00 |  |  | 159,302 |  | 2.07 |  | — |
Outstanding, December 31, 2024 | 186.20 |  |  | 159,313 |  | 1.82 |  | — |
Granted | 12.50 |  |  | 12,504 |  | 4.85 |  | — |
Exercised | — |  |  | — |  | N/A |  | — |
Forfeited | 330.13 |  |  | (3,871) |  | N/A |  | — |
Outstanding, September 30, 2025 | 169.96 |  |  | 167,946 |  | 1.38 |  | — |
Exercisable, September 30, 2025 | 169.96 |  |  | 167,946 |  | 1.38 |  | — |
Pre-Funded Warrants On September 23, 2025, the Company completed a registered direct offering of (i) 44,370 shares of common stock and (ii) 37,063 pre-funded warrants, at purchase prices of $6.14 per Share and $6.1399 per Pre-Funded Warrant (equal to the share price less the $0.0001 per-share exercise price), for gross proceeds of approximately $500,000 before placement agent fees and offering expenses. Each Pre-Funded Warrant is exercisable for one share of common stock at an exercise price of $0.0001 per share and is exercisable immediately, subject to any beneficial ownership limitations set forth in the warrant. The Company classified the Pre-Funded Warrants in shareholders’ equity. As of September 30, 2025, 37,063 Pre-Funded Warrants were exercised. Stock-Based Compensation Expense Stock-based compensation related to restricted stock issued to employees, directors and consultants amounted to $0.6 million for the three months ended September 30, 2025, of which $0.3 million, were executive compensation, $37.6 thousand were given to the board of directors, $0.3 million were given to consultants for services rendered and nil were stock-based consulting expenses paid to related party. Stock-based compensation related to restricted stock issued to employees, directors and consultants, warrants and warrants to consultants amounted to $1.7 million for the three months ended September 30, 2024, of which $0.1 million, were executive compensation, $36.4 thousand, were given to the board of directors, $0.1 million were given to consultants for services rendered and $1.5 million were stock-based consulting expenses paid to related party. Stock-based compensation related to restricted stock issued to employees, directors and consultants amounted to $2.4 million for the nine months ended September 30, 2025, of which $0.6 million, were executive compensation, $0.2 million were given to the board of directors, $0.7 million were given to consultants for services rendered and $1.0 million were stock-based consulting expenses paid to related party. Stock-based compensation related to restricted stock issued to employees, directors and consultants, warrants and warrants to consultants amounted to $4.4 million for the nine months ended September 30, 2024, of which $0.2 million, were executive compensation, $0.1 million were given to the board of directors, $0.3 million were given to consultants for services rendered and $3.9 million were stock-based consulting expenses paid to related party.

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