Other Information
−Removed: Pursuant to Addendum 2, on the Addendum Date, the Company issued 8.9 million shares of common stock of the Company (the “Shares”), which such Shares represent 14.4 million Shares that Aggia is entitled to receive pursuant to the Services Agreement less the 5.6 million Shares that have been issued to Aggia pursuant to the Services Agreement as of the Addendum Date.
−Removed: The Shares vest on a progressive schedule, at a rate equal to the net income of Sadot Agri-Foods, calculated quarterly divided by $3.125, which for accounting purposes shall equal 40% of the net income of Sadot Agri-Foods, calculated quarterly divided by $1.25.
−Removed: During the 30 day period after July 14, 2028 (the “Share Repurchase Date”), Aggia may purchase any Shares not vested.
−Removed: All Shares not vested or purchased by Aggia, shall be repurchased by the Company from Aggia at per share price of $0.001 per share.
−Removed: Further, the parties clarified that the Lock Up Agreement previously entered between the Company and Aggia dated November 16, 2022 shall be terminated on May 16, 2024 provided that any Shares that have not vested or been purchased by Aggia may not be transferred, offered, pledged, sold, subject to a contract to sell, granted any options for the sale of or otherwise disposed of, directly or indirectly.
−Removed: Following the Share Repurchase Date, in the event that there is net income for any fiscal quarter, then an amount equal to 40% of the net income shall accrue as debt payable by Sadot Agri-Foods to Aggia (the “Debt”), until such Debt has reached a maximum of $71.5 million.
−Removed: On July 12, 2023, the Company issued a Convertible Promissory Note in the principal amount of $0.6 million in consideration of cash in the amount of $0.5 million.
−Removed: The Convertible Promissory Note was paid off in full on July 31, 2023.
−Removed: On July 18, 2023, the Company issued a Convertible Promissory Note in the principal amount of $0.2 million in consideration of cash in the amount of $0.2 million.
−Removed: The Convertible Promissory Note was paid off in full on July 31, 2023.
−Removed: On July 18, 2023, the Company issued a Convertible Promissory Note in the principal amount of $0.2 million in consideration of cash in the amount of $0.2 million.
−Removed: The Convertible Promissory Note was paid off in full on August 2, 2023.
−Removed: Effective July 27, 2023, the Company changed its name to Sadot Group Inc.
−Removed: The name change was made in accordance with Section 92A.180 of the Nevada Revised Statutes by merging a wholly-owned subsidiary of the Company with and into the Company, with the Company being the surviving corporation in the merger.
−Removed: The Company effectuated the merger by filing Articles of Merger with the Secretary of State of the State of Nevada.
−Removed: In connection with the merger, the Company amended Article I of its Articles of Incorporation to change the Company’s corporate name to Sadot Group Inc.
−Removed: With the exception of the name change, there will be no other changes to the Company’s Articles of Incorporation.
−Removed: Additionally, as of the opening of trading on July 27, 2023, the ticker symbol of the Company’s common stock on The Nasdaq Capital Market was changed to “SDOT” and the CUSIP number of the Company’s common stock (627333107) remained unchanged.
−Removed: On July 27, 2023 (the “Closing Date”), the Company entered into a Warrant Exercise Agreement (the “Exercise Agreement”) with Altium Growth Fund Ltd.
−Removed: (the “Exercising Holder”), the holder of outstanding warrants to purchase 2.2 million shares of common stock of the Company issued in November 2021 (collectively, the “Original Warrants”), whereby the Exercising Holder would exercised the Original Warrants in consideration of 2.2 million shares of common stock (the “Altium Shares”).
−Removed: The Company received aggregate gross proceeds before expenses of approximately $2.2 million.
−Removed: In order to induce the Exercising Holder to exercise the Original Warrants, the Company reduced the exercise price on the Original Warrants from $1.385 to $1.00 per share.
−Removed: In connection with the exercise of the Original Warrants, the Company issued an additional warrant to the Exercising Holder that is exercisable for the number of shares of common stock equal to one hundred percent of the Shares purchased by the Exercising Holder (the “Additional Warrant”).
−Removed: The Additional Warrant is substantially identical to the Original Warrants, except that the exercise price of the Additional Warrant is $2.40.
−Removed: The Company is obligated to file a registration statement covering the shares of common stock underlying the warrants within 30 days and to have the registration statement declared effective within 90 days after filing with the Commission.
Exhibit Description
+Added: 3.1 Articles of Merger (3)
+Added: 4.1 Form of Additional Warrant – Altium Growth Fund Ltd.
+Added: 10.1 Standby Equity Purchase Agreement dated September 22, 2023 between Sadot Group Inc.
+Added: and YA II PN, Ltd.
+Added: 10.2 Form of Convertible Promissory Notes issued to YA II PN Ltd.
+Added: 10.3 Global Guaranty Agreement dated September 22, 2023 between Sadot Group Inc.
+Added: and YA II PN, Ltd.
+Added: 10.4 Registration Rights Agreement dated September 22, 2023 between Sadot Group Inc.
+Added: and YA II PN, Ltd.
+Added: 10.5 Addendum 2 to the Service Agreement entered between Muscle Maker Inc., Sadot LLC and Aggia LLC FZ dated July 14, 2023 (2)
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
14 unchanged sentences
+Previously filed
+Added: (1) Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 26, 2023.
+Added: (2) Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 18, 2023.
+Added: (3) Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 26, 2023.
+Added: (4) Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 27, 2023.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
2 unchanged sentences
/s/ Michael J.
−Removed: August 9, 2023
+Added: November 14, 2023
Chief Executive Officer (Principal Executive Officer)
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.