News & Events

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…

below. If the Company exercises the Option, the exercise price will be $69,500,000, payable in shares of Series C Preferred Stock (or, at the Company’s election under the Amendment, in cash), less a credit for the Option Fee of $1,042,500, resulting in a net exercise price of $68,457,500. No cash payment is required at closing unless the Company elects to substitute cash for shares of Series C Preferred Stock pursuant to the Amendment. 2 Following the closing of any exercise of the Option, th…

Entry into a Material Definitive Agreement. On June 8, 2026, Sadot Group Inc. (the “Company”) entered into an Amendment to Share Purchase Agreement (the “SPA Amendment”) with Shrvan Kumar Yadav (the “Seller”), amending that certain Share Purchase Agreement dated June 2, 2026 (the “Original SPA”) pursuant to which the Company acquired all of the issued and outstanding shares of Anira Consulting FZC, a company incorporated in Sharjah, United Arab Emirates (the “Target” or “Anira”), on June 2, 2…

Entry into a Material Definitive Agreement.

Completion of Acquisition or Disposition of Assets. On June 2, 2026, Sadot Group Inc. (the “Company”) completed the acquisition of all of the issued and outstanding shares of Anira Consulting FZC (“Anira”), a company incorporated in Sharjah, United Arab Emirates, pursuant to a Share Purchase Agreement dated June 2, 2026 (the “SPA”) with Shrvan Kumar Yadav (the “Seller”). Anira is a commodity trading and consulting company operating under the trade name “Tradewell,” specializing in integrated…

Material Modification to Rights of Security Holders. To the extent required by Item 3.03, the information contained in

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On May 5, 2026, Sadot Group Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it no longer satisfies the minimum stockholders’ equity requirement for continued listing on the Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(b)(1). Specifically, the Company’s stockholders’ equity as r…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On March 9, 2026, Sadot Group Inc. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it had failed to comply with Nasdaq Listing Rule 5640 (the “Voting Rights Rule”), but that the Company had subsequently regained compliance with the Voting Rights Rule and that the matter is…

Entry into a Material Definitive Agreement. On March 2, 2026, Sadot Group Inc. (the “Company”) entered into a First Amendment to Stock Purchase Agreement (the “SPA Amendment”) with Stanley Hills, LLC (the “Purchaser”), amending the Securities Purchase Agreement dated February 11, 2026 (the “Original SPA”), pursuant to which the Company previously issued and sold 10,000 shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), to the Purcha…

Material Modification to Rights of Security Holders. On March 5, 2026, the Company filed a Certificate of Amendment to Designation (After Issuance of Class or Series) with the Nevada Secretary of State amending the Certificate of Designation of Series A Preferred Stock originally filed on February 11, 2026 (the “COD Amendment”). The COD Amendment implements the changes described in

On February 11, 2026, the Company issued and sold 10,000 shares of Series A Preferred Stock to the Purchaser in a private placement for aggregate gross proceeds of $145,244. The issuance was exempt from registration under the Securities Act pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D. No underwriter or placement agent was involved in the transaction.

Entry into a Material Definitive Agreement. On February 11, 2026, Sadot Group Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with Stanley Hills, LLC (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser 10,000 shares of the Company’s newly designated Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), for an aggregate purchase price of $145,244 (the “Transaction”). The terms of the Series A…

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement. On February 6, 2026, Sadot Group Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with certain accredited investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, and the Purchasers agreed to purchase, 8% Unsecured Original Issue Discount Debentures (the “Debentures”) in the aggregate principal amount of up to $1,086,956.52 (with a funded amount of $1,000,000 after giving effect to an 8% orig…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 8, 2026, Sadot Group Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is no longer in compliance with Nasdaq Listing Rule 5620(a), which requires the Company to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end. The Nasdaq letter s…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 5, 2026, Sadot Group Inc. (the “Company”) and Michael Roper, the Company’s Chief Governance and Compliance Officer, entered into a Separation Agreement (the “Separation Agreement”), pursuant to which Mr. Roper’s employment with the Company will terminate by mutual agreement effective as of January 19, 2026 (the “Effective Date”). Under t…

Other Events. On December 11, 2025, the High Court for Zambia (Commercial Division) delivered a judgment in the case of Cropit Farming Limited v. Sadot LLC (2025/HPC/0184). The Court declared the Pre-Conditional Offer Agreement, the Purchase of Receivables and Validation Agreement, and the Joint Venture Agreement between the parties to be invalid, non-binding, and unenforceable. As a result, Sadot Group Inc. (the “Company”), through its 70%-owned subsidiary Sadot Enterprises Limited, will los…

Other Events. On December 4, 2025, the Company and its wholly-owned subsidiaries, Pokemoto LLC, Poke Co Holdings, LLC, and Muscle Maker Development, LLC (collectively, the “Sellers”), completed the sale of substantially all of the assets related to the Pokemoto and Muscle Maker Grill franchise businesses (the “Business”) to MARV Brands of America LLC, a Delaware limited liability company, and MARV Brands Inc., an Ontario business corporation (collectively, the “Buyers”), pursuant to an Asset…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 6, 2025, Paul Sansom resigned from his position as Chief Financial Officer of Sadot Group Inc. (the “Company”), effective immediately. Mr. Sansom’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Company accepted Mr. Sansom’s resignation…

The Settlement Shares were issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof. The Settlement Shares will bear restrictive legends as required under applicable securities laws and will be subject to resale restrictions under Rule 144 thereunder.

Entry into a Material Definitive Agreement. On November 20, 2025, Sadot Group Inc. (the “Company”) entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with Aggia LLC FZ (“Aggia”). Pursuant to the Settlement Agreement, the Company and Aggia agreed to terminate the Services Agreement dated as of November 14, 2022, as amended (collectively, the “Agreement Documents”), and to fully settle, compromise, and discharge all claims, debts, obligations, and liabilities ar…

Results of Operations and Financial Condition. On November 19, 2025, Sadot Group Inc. (the “Company”) issued a press release regarding its financial results for the period ended September 30, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 29, 2025, the Board of Directors (the “Board”) of the Company increased the size of the Board from five to six and appointed Haggai Ravid, Chief Executive Officer of the Company, as a director. On October 29, 2025, David Errington, Ahmed Khan, Benjamin Petel, Stephen A. Spanos and Claudio Torres tendered their resignations as members of…

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

Entry into a Material Definitive Agreement. On October 29, 2025, Sadot Group Inc. (the "Company") entered into a Secured Promissory Note (the "Note") with an individual lender (the "Lender"), pursuant to which the Company received financing in the principal amount of $238,986.87. The Note bears interest at a rate of 10% per annum, calculated on the basis of a 365-day year and the actual number of days elapsed. The entire unpaid principal balance, together with all accrued and unpaid interest,…