This prospectus relates to the offer and resale, from time to time, by the selling stockholders named in this prospectus (each a "selling stockholder" and, collectively, the "selling stockholders") of up to 4,254,386 shares of common stock, par value $0.0001 per share (the "Common Stock"), of Sadot Group Inc., a Nevada corporation (the "Company," "we," "us" or "our"), consisting of:

(i) up to 2,500,000 shares of Common Stock (the "Advance Shares"), which represents up to $50 million of shares of Common Stock that we may elect, in our sole discretion, to issue and sell to a selling stockholder (the "EPFA Investor") from time to time pursuant to that certain Equity Purchase Facility Agreement, dated as of July 16, 2026, by and between the Company and the investor named therein (the "Equity Purchase Facility Agreement"), based on an assumed issuance price per share of $20; and

(ii) up to 1,754,386 shares of Common Stock (the "Conversion Shares") issuable upon the conversion of, or otherwise pursuant to the terms of, the senior secured convertible promissory note in the original principal amount of $4,000,000 issued on July 16, 2026 (the "Initial Note") and the senior secured convertible promissory note in the original principal amount of $1,000,000 (the "Second Note") issuable to a selling stockholder (the "Note Investor") pursuant to that certain Securities Purchase Agreement, dated as of July 16, 2026, by and between the Company and the investor named therein (the "Note Purchase Agreement"), based on the floor price per share of $2.85 of the Initial Note. We are not registering, and this prospectus does not cover, any shares of Common Stock issuable pursuant to the terms of any additional senior secured convertible promissory notes (the "Additional Notes") that may be issued at one or more subsequent closings under the Note Purchase Agreement. No such Additional Notes have been issued, and the obligations of the Company to issue, and of the Note Investor to purchase, any such Additional Notes remain subject to conditions that have not been satisfied.