Termination of a Material Definitive Agreement. On October 12, 2026, Sadot Group Inc. (the “Company”) entered into a letter agreement (the “Termination Agreement”) with VisionWave Holdings, Inc. (“VisionWave”), VisionWave IL Ltd., CMJV LLC (“CMJV”), C.M. Composite Materials Ltd. (“CM”) and Matania (Mati) Moskovich, the sole shareholder of CM, pursuant to which the parties terminated the Joint Venture and Operating Agreement dated as of September 30, 2026 (the “JV Agreement”) among the Company…

Unregistered Sales of Equity Securities. The information set forth in Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. At the Closing, the Company issued to the Seller 3,575 shares of Series D Preferred Stock and 3,575 shares of Series E Preferred Stock as partial consideration for the Purchased Assets, as described in

The Entry Premium Shares represented approximately 17.2% of the shares of the Company’s common stock outstanding immediately prior to the issuance, based on 1,457,589 shares outstanding as of September 29, 2026. The Entry Premium Shares were issued in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D thereunder, to a single accredited investor that rep…

Entry into a Material Definitive Agreement. Asset Purchase Agreement On September 30, 2026, Sadot Group Inc. (the “ Company ”) entered into an Asset Purchase Agreement (the “ Purchase Agreement ”) with SOFTECH RESOURCES LIMITED , a company duly incorporated under the laws of Hong Kong (Business Registration Number 80851742), with its registered address at No. 5, 17/F, Strand 50, 50 Bonham Strand, Sheung Wan, Hong Kong (the “ Seller ”), pursuant to which the Company acquired from the Seller th…

below. The Entry Premium Shares are separate from and do not reduce the Capital Commitment, and are not consideration for any interest in CM. The Company is required to fund the Capital Commitment in tranches during the twelve months following the Closing, not at the Closing, against draw requests submitted by CM under a budget approved by both members, subject to minimum cumulative funding of $3.0 million by December 30, 2026, $6.0 million by March 30, 2027, $7.0 million by June 30, 2027 and…

Completion of Acquisition or Disposition of Assets. The information set forth in

Material Modification to Rights of Security Holders. The information set forth in Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. The Series D Preferred Stock and the Series E Preferred Stock rank, as to dividends and distributions upon liquidation, pari passu with the Common Stock (on the as-converted basis and subject to the conditions described in the Certificates of Designation) and junior to the Company’s Series A Preferred Stock and any other…

Changes in Registrant’s Certifying Accountant. (a) Dismissal of Independent Registered Public Accounting Firm On September 22, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Sadot Group Inc. (the “Company”) approved the dismissal of Kreit & Chiu CPA LLP (“Kreit & Chiu”) as the Company’s independent registered public accounting firm, effective immediately, and the Company notified Kreit & Chiu of its dismissal on that date. Kreit & Chiu had served…

CEO — Chagay Ravid: The CEO transitioned to an Executive Director role by mutual agreement with a named successor appointed simultaneously, indicating an orderly succession rather than a sudden loss of leadership.

The provided text is only the standard Item 5.02 header and does not contain specific details about a person, role, or action to classify.

Entry into a Material Definitive Agreement.

CFO — Oren Attiya: The CFO resigned but was immediately succeeded by the CEO serving as Interim CFO, indicating an orderly transition rather than a sudden loss of leadership.

Termination of a Material Definitive Agreement. To the extent required by Item 1.02, the information contained in

The Settlement Shares are being issued to the Assignee Debenture Holder, as the existing holder of the Assigned Debentures, exclusively in exchange for the surrender, settlement and extinguishment of the Assigned Debentures, without the payment of any commission or other remuneration for soliciting such exchange, in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(9) thereof. Forward-Looking Statements This Current Report on Form 8-…

Entry into a Material Definitive Agreement. Background As previously disclosed, on February 9, 2026, Sadot Group Inc. (the “Company”) issued four 8% Unsecured OID Debentures each in the original principal amount of $271,739.13, in the aggregate original principal amount of $1,086,956.52 (collectively, the “February Debentures”), pursuant to those certain Securities Purchase Agreements, each dated as of February 6, 2026, between the Company and the respective purchasers thereunder (the “Februa…

Entry into a Material Definitive Agreement. Background As previously disclosed, on February 9, 2026, Sadot Group Inc. (the “Company”) issued four 8% Unsecured OID Debentures each in the original principal amount of $271,739.13, in the aggregate original principal amount of $1,086,956.52 (collectively, the “February Debentures”), pursuant to those certain Securities Purchase Agreements, each dated as of February 6, 2026, between the Company and the respective purchasers thereunder (the “Februa…

The Settlement Shares are being issued to the Assignee Debenture Holder, as the existing holder of the Assigned Debenture, exclusively in exchange for the surrender, settlement and extinguishment of the Assigned Debenture, without the payment of any commission or other remuneration for soliciting such exchange, in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(9) thereof. Forward-Looking Statements This Current Report on Form 8-K…

Entry into a Material Definitive Agreement. Background As previously disclosed, on February 9, 2026, Sadot Group Inc. (the “Company”) issued four 8% Unsecured OID Debentures each in the original principal amount of $271,739.13, in the aggregate original principal amount of $1,086,956.52 (collectively, the “February Debentures”), pursuant to those certain Securities Purchase Agreements, each dated as of February 6, 2026, between the Company and the respective purchasers thereunder (the “Februa…

The Settlement Shares are being issued to the Assignee Debenture Holder, as the existing holder of the Assigned Debenture, exclusively in exchange for the surrender, settlement and extinguishment of the Assigned Debenture, without the payment of any commission or other remuneration for soliciting such exchange, in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(9) thereof. Forward-Looking Statements This Current Report on Form 8-K…

by reference. The information contained in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific referenc…

Entry into a Material Definiti ve Agreement. As previously disclosed, on June 2, 2026, Sadot Group Inc. (the “Company”) entered into a Share Purchase Agreement (the “SPA”) with Shrvan Kumar Yadav (the “Seller”), pursuant to which the Company agreed to acquire from the Seller all of the issued and outstanding shares of Anira Consulting FZC, a company incorporated in the Sharjah Publishing City Free Zone, Sharjah, United Arab Emirates (“Anira”), for an aggregate purchase price of USD $12,000,00…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. To the extent required by Item 2.03, the information contained in

Entry into a Material Definitive Agreement. Rocket Capital Settlement On July 22, 2026, Sadot Group Inc. (the “Company”) entered into a Debt Settlement and Share Issuance Agreement (the “Rocket Settlement Agreement”) with Rocket Capital NY LLC (“Rocket”), pursuant to which the Company and Rocket agreed to fully and finally settle, compromise, and extinguish all claims relating to that certain Purchase and Sale of Future Receipts Agreement, dated as of March 14, 2025, between the Company and R…

Other Events. As previously disclosed, on May 5, 2026 the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that it no longer satisfied the minimum stockholders’ equity requirement of $2,500,000 for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1). Since that time, management has taken a number of steps and will continue to take additional steps intended to improve the Company’s stockholders’ equity and fina…

Completion of Acquisition or Disposition of Assets. On July 14, 2026, the Company completed the acquisition of the Purchased IP pursuant to the IP Purchase Agreement (the “Closing”). At the Closing, the Company paid the initial cash tranche and issued the Consideration Shares and the Preferred Consideration Shares to the Seller (and/or its permitted assignees) in accordance with the IP Purchase Agreement. The information set forth in