Key Highlights

● Sadot Group dismissed auditor Kreit & Chiu CPA LLP on September 22, 2026 after shareholders declined to ratify the firm on September 10.

● The company immediately engaged CT International LLP as its new independent registered public accounting firm.

● Kreit & Chiu's prior report included a going-concern paragraph and flagged a material weakness in internal controls.

● The filing does not disclose the terms of CT International's engagement or which fiscal period it will first audit.

Sadot Group Inc. (NASDAQ:SDOT) disclosed in a Form 8-K filed September 25, 2026 that it dismissed its outside auditor, Kreit & Chiu CPA LLP, on September 22, 2026, after shareholders declined to ratify the firm's appointment at the company's September 10, 2026 annual meeting. Sadot said it has engaged CT International LLP as its new independent registered public accounting firm.

A Dismissal Driven by a Shareholder Vote

The filing ties the dismissal directly to the outcome of Sadot's annual meeting. According to the 8-K, shareholders did not ratify the appointment of Kreit & Chiu CPA LLP at the September 10, 2026 annual meeting of stockholders, a result the company had previously reported in a separate Form 8-K filed September 15, 2026. Rather than continuing with an auditor its shareholders declined to ratify, Sadot's board moved to dismiss the firm on September 22, 2026 and simultaneously engaged a replacement.

Shareholder ratification of an auditor is typically an advisory, non-binding vote at U.S. public companies, meaning the board technically retains authority over the auditor regardless of the vote outcome. Sadot's decision to dismiss Kreit & Chiu anyway reflects a choice to follow the shareholder vote's outcome rather than override it.

What the Prior Auditor's Reports Said

The filing discloses two notable items about Kreit & Chiu's prior audit work. First, the firm's report on Sadot's fiscal year 2025 financial statements included an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern. Second, the company's own disclosure controls assessment identified a material weakness in internal controls tied to insufficient staffing and limited financial and accounting resources, which resulted in inadequate segregation of duties and insufficient oversight of complex accounting matters. The filing indicates that weakness remained unremediated as of the filing date.

Under SEC rules, a change in auditor triggers disclosure of whether the outgoing auditor's reports included any adverse opinions, disclaimers, or qualifications such as a going-concern paragraph, which is why both items appear in this filing regardless of the reason for the change.

The New Auditor

Sadot's board engaged CT International LLP as its new independent registered public accounting firm effective September 22, 2026, the same date as Kreit & Chiu's dismissal. The filing does not disclose the terms of the engagement, when CT International's first audit under the new engagement will cover, or whether the incoming firm has reviewed or discussed the going-concern and material-weakness issues flagged by its predecessor, which SEC rules typically require to be addressed in the disclosure.

Sadot's Business

Sadot Group is a Nasdaq-listed company trading under the ticker SDOT; the filing itself does not include a description of the company's operations or recent financial results, focusing narrowly on the auditor transition under Item 4.01.

Why This Sequence Stands Out

Auditor changes prompted directly by a failed shareholder ratification vote are less common than changes driven by a company's own decision to switch firms for cost, service or independence reasons. The sequence disclosed here, a September 10 annual meeting vote, a September 15 8-K reporting that outcome, and a September 22 dismissal and replacement, shows Sadot moving relatively quickly from the vote result to actually changing auditors, rather than allowing an extended gap between the ratification failure and board action.

Open Questions for Sadot's Next Report

Whether Sadot's next periodic filing, audited by CT International LLP, continues to reflect a going-concern qualification is worth tracking, along with progress on remediating the previously disclosed material weakness in internal controls over financial reporting. Any further disclosure on the scope and timing of CT International's engagement, including the first fiscal period it will audit, would also add clarity.