萨多特集团股份有限公司美股招股说明书(2025-09-23版)

PROSPECTUS SUPPLEMENT(To Prospectus dated August 29, 2024) Sadot Group Inc. (the “Company” or “we”) is offering (the “Offering”) 44,370 shares of our common stock (the “Shares”) at apurchase price of $6.14 per share and, in lieu of offering the Shares to certain investors that so choose,pre-fundedwarrants (the“Warrants”) to purchase 37,063 shares of our common stock (the “Warrant Shares”) pursuant to this prospectus supplement. Thepurchase price of eachpre-fundedwarrant will be $6.1399, which is equal to the price per share at which shares of common stock aresold in the offering, minus $0.0001, the exercise price of eachpre-fundedwarrant. This prospectus supplement also relates to theoffering of the Warrant Shares upon the exercise of suchWarrants. We have retained Digital Offering LLC (“Digital Offering” or the “Placement Agent”), as placement agent with respect to thisOffering. The Placement Agent is not purchasing or selling any shares offered hereby, nor is the Placement Agent required to arrangefor the purchase or sale of any specific number or dollar amount of shares, but they have agreed to use their best efforts to arrange forthe sale of all of the shares. We have agreed to pay the Placement Agents’ fees including 1.25% of the gross proceeds from the sale ofthe shares sold by Digital Offering being offered hereby. See “Plan of Distribution” beginning on page S-16 of this prospectussupplement for more information regarding these arrangements. Our common stock is traded on the Nasdaq Capital Market under the symbol “SDOT.” On September 22, 2025, the last reported salesprice of our common stock on the Nasdaq Capital Market was $7.03 per share. There is no established public trading market fortheWarrants, and we do not expect a market to develop. We do not intend to list theWarrants on the Nasdaq Capital Market or on anyother national securities exchange or nationally recognized trading system. Investing in our securities involves significant risks. See “Risk Factors” beginning on page S-8 of this prospectus supplementand in the documents incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is acriminal offense. The aggregate market value of our outstanding common stock held by non-affiliates as of the date of this prospectus supplement wasapproximately $5,251,024, based on 991,443 shares of common stock outstanding, approximately 880,060 of which were held by non-affiliates, and a per share price of $11.00 based on the closing sale price of our common stock on July 24, 2025. We previously soldapproximately $2,500,000 of securities pursuant to General Instructions I.B.6 of Form S-3 during the prior 12 calendar month periodthat ends on, and includes, the date of this prospectus supplement. Pursuant to General Instruction I.B.6 of Form S-3, in no event willwe sell securities registered on this registration statement in a public primary offering with a value exceeding more than one-third ofour public float in any 12-month period so long as our public float remains below $75,000,000, or the Baby Shelf Limitation. (1)See “Plan of Distribution” for additional information regarding Placement Agents compensation and estimated offering expenses. Delivery of the shares of common stock to the investors through the facilities of The Depository Trust Company and delivery of theWarrants, is expected to be made on or about September 23, 2025. Digital Offering LLC, placement agent The date of this prospectus supplement is September 23, 2025 TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDILUTIONDESCRIPTION OF THE SECURITIES WE ARE OFFERINGPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONDOCUMENTS INCORPORATED BY REFERENCE ABOUT THIS PROSPECTUSABOUT SADOT GROUP INC.RISK FACTORSSPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE You should rely only on the information incorporated by reference or provided in this prospectus supplement and theaccompanying prospectus. Neither we nor the Placement Agents have authorized anyone to provide you with different information. Ifanyone provides you with different or inconsistent information, you should not rely on it. This prospectus supplement and theaccompanying prospectus do not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by thisprospectus supplement and the acc