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

At the Closing of the acquisition of the Purchased IP, the Company issued 200,000 shares of Common Stock and 3,950 shares of Series C Preferred to the Seller (and/or its permitted assignees) as partial consideration for the Purchased IP. The issuances were made without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D and/or Regu…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Under the Certificate of Designation (as defined below), for so long as any shares of Series C Preferred remain outstanding and any accrued dividends thereon remain unpaid, the Company may not, subject to limited exceptions, declare or pay dividends on, or redeem or repurchase, its Common Stock or other junior stock.

Entry into a Material Definitive Agreement. Acquisition of TradeIQ Intellectual Property Assets On July 14, 2026 (the “Contract Date”), Sadot Group Inc. (the “Company”) entered into an Intellectual Property Purchase Agreement (the “IP Purchase Agreement”) with Litial Ltd, a private company limited by shares organized under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (the “Seller”), pursuant to which the Company agreed to acquire from the Seller al…

Entry into a Material Definitive Agreement. Settlement Agreement with Helena Global Investment Opportunities I Ltd. As previously reported, Sadot Group Inc. (the “Company”) and Helena Global Investment Opportunities I Ltd. (“Helena”) are parties to (i) that certain Purchase Agreement, dated as of September 23, 2025 (the “Helena Purchase Agreement”), providing for an equity line of credit facility pursuant to which the Company obtained the right to issue and sell to Helena up to $10,000,000 of…

Pursuant to the Settlement Agreement, upon Helena’s actual receipt of the Cash Payment, all obligations of the parties under the Helena Agreements, including the Helena Purchase Agreement providing for an equity line of credit facility of up to $10,000,000, will terminate as of the date of the Settlement Agreement. No early termination penalties will be incurred by the Company in connection with such termination, other than the Cash Payment and the other obligations of the Company under the S…

On July 7, 2026, in accordance with the Settlement Agreements, the Company issued an aggregate of 90,000 Settlement Shares to the Creditors, consisting of 45,000 Cedar Settlement Shares issued to Cedar and 45,000 Agile Settlement Shares issued to Agile, in each case in full and final settlement, extinguishment, cancellation, and discharge of the applicable Settled Debt. The Cedar Settlement Shares and the Agile Settlement Shares each represent approximately 4.5%, and together represent approx…

Entry into a Material Definitive Agreement. On July 7, 2026, Sadot Group Inc. (the “Company”) entered into two separate Debt Settlement and Share Issuance Agreements (each, a “Settlement Agreement” and, together, the “Settlement Agreements”), in each case pursuant to which the Company agreed to settle, extinguish, cancel, and discharge outstanding indebtedness of the Company owed to the applicable creditor, solely in exchange for the issuance by the Company of shares of the Company’s common s…

Chief Operating Officer and Deputy Chief Executive Officer — Aleksandr Zhandov: Mr. Zhandov was appointed as the Chief Operating Officer and Deputy Chief Executive Officer.

Entry into a Material Definitive Agreement. On June 26, 2026 (the “Closing Date”), Sadot Group Inc. (the “Company”) entered into and consummated a Share Purchase Agreement (the “SPA”) with Dream America Marketing Services, Ltd, a company organized under the laws of Costa Rica (the “Purchaser”), pursuant to which the Company sold, transferred and assigned to the Purchaser one hundred percent (100%) of the issued and outstanding membership interests (the “Interests”) of Sadot Latam LLC, a Delaw…

is incorporated herein by reference. In connection with the Option Agreement, on June 6, 2026 (the “Issuance Date”), the Company issued 132,803 shares of its Common Stock (the “Tranche 1 Shares”) to the Grantor as Option Fee Tranche 1, constituting full and final payment of the entire Option Fee of $1,042,500. The issuance was made pursuant to Section 3.2 of the Option Agreement, as amended by the Amendment. Share Issuance Summary The Tranche 1 Shares were issued at a price of $7.85 per share…