Sadot Group Inc美股招股说明书(2025-07-25版)

PROSPECTUS SUPPLEMENT(To Prospectus Dated August 29, 2024) 2,500,000SharesCommon Stock Sadot Group Inc. We are offering on a best efforts basis 2,500,000 shares of our common stock par value $0.0001 per share, pursuant to this prospectussupplement and the accompanying prospectus. The shares will be sold for a purchase price of $1.00 per share. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “SDOT.” The last reported sale price of ourcommon stock on Nasdaq on July 23, 2025 was $1.56 per share. The aggregate market value of our outstanding voting common stock held by non-affiliates pursuant to General Instruction I.B.6 ofForm S-3 is approximately $11.90 million, which was calculated based on 6,165,139 shares outstanding held by non-affiliates, at aprice of $1.93 per share, the adjusted closing price of our shares of common stock on June 16, 2025. During the 12-calendar monthperiod that ends on, and includes, the date of this prospectus supplement, we have offered no securities pursuant to General InstructionI.B.6. of Form S-3. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered by means of theregistration statement, of which this prospectus is a part, in a public primary offering with a value exceeding more than one-third of theaggregate market value of our voting and non-voting common equity in any 12 month period so long as our public float remains below$75 million. Accordingly, we are currently eligible under General Instruction I.B.6 of Form S-3 to offer and sell our common stockhaving an aggregate offering price of up to approximately $3.96 million. Investing in our securities involves significant risks. Please read the information contained in or incorporated by referenceunder the heading “Risk Factors” beginning on page S-15 of this prospectus supplement, and under similar headings in otherdocuments filed after the date hereof and incorporated by reference into this prospectus supplement and the accompanyingprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. (1)In addition, we have agreed to pay for certain expenses of the placement agent. We have agreed to pay a non-accountable expenseallowance to the Placement Agent equal to 1% of the gross proceeds in this offering. See “Plan of Distribution” for additionalinformation regarding compensation payable to the placement agent and estimated expenses.(Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this offering, the 2)actual public offering amount, placement agent fees, and proceeds to us, if any, are not presently determinable and may besubstantially less than the total maximum offering amounts set forth above. For more information, see “Plan of Distribution.” The delivery to purchasers of the securities in this offering is expected to be made on or about July 25, 2025, subject to satisfaction ofcertain customary closing conditions. ThinkEquity The date of this prospectus supplement is July 23, 2025. TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-4Special Note Regarding Forward-Looking StatementsS-5Prospectus Supplement SummaryS-6The OfferingS-13Risk FactorsS-14Use of ProceedsS-17Dividend PolicyS-17DilutionS-18Description of Securities we are OfferingS-19Plan of DistributionS-20Legal MattersS-26ExpertsS-26Where You Can Find Additional InformationS-26Incorporation of Certain Information By ReferenceS-27 Prospectus TABLE OF CONTENTS PageAbout this ProspectusiiAbout Sadot Group Inc.1Risk Factors2Special Note Regarding Forward-Looking Statements3Use of Proceeds4Description of Capital Stock5Description of Debt Securities8Description of Warrants11Description of Units13Plan of Distribution14Legal Matters16Experts16Where You Can Find More Information16Incorporation of Certain Information by Reference16 ABOUT THIS PROSPECTUS SUPPLEMENT This document is part of the registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or theSEC, using a “shelf” registration process (Registration File No. 333-281842) and consists of two parts. The first part is this prospectussupplement, which describes the specific terms of this offering. The second part, the accompanying prospectus, gives more generalinformation, some of which may not apply to this offering. Generally, when we refer only to the “prospectus,” we are referring to bothparts combined. This prospectus supplement may add to, update or change information in the accompanying prospectus and thedocuments incorporated by reference into this prospectus supplement or the accompanying prospectus. If information in this prospectus supplement is inconsiste