Other Information
−Removed: Equity Grant Policy
−Removed: Recognizing the importance of adhering to appropriate practices and procedures when granting equity awards, on May 14, 2024, the Board of Directors adopted the Policy on Granting Equity Awards.
−Removed: Under this policy, the Compensation Committee of the Board of Directors may grant equity awards.
−Removed: The Compensation Committee may from time to time grant limited authority to the CEO to offer awards to new hires subject to Compensation Committee ratification.
−Removed: The policy established the following procedures for the Company to issue equity awards:
−Removed: • Equity award grants to existing employees shall be made on a date when the Company’s insider trading window is “open” (i.e., when the Company is not in possession of material non-public information), and which is at least three business days after the most recent release of the Company’s quarterly or annual earnings, or Form 8-K Current Report that discloses material non-public information.
−Removed: • With respect to grants made to named executive officers, the Company shall not grant and/or price of stock options or other incentive securities under any securities-based compensation arrangement of the Company during the period beginning four (4) business days before and ending one (1) business day after the filing by the
−Removed: Company of a Form 10-Q Quarterly Report, Form 10-K Annual Report or Form 8-K Current Report that discloses material non-public information.
−Removed: • Grants of stock options to new hires (other than to new hires who will be Section 16 officers), or for promotions, retention or other special purposes will be described as subject to the approval of the Compensation Committee at its next scheduled meeting and the grant date of such stock options, if approved by the Compensation Committee, shall be the date of such meeting.
−Removed: • Annual grants of equity awards to members of the Board of Directors shall be effective within three business days after the date of the Annual Stockholders Meeting at which such Director is elected or re-elected.
−Removed: We plan to monitor and periodically review our equity grant policy to ensure compliance with plan rules and applicable law.
−Removed: Board Compensation
−Removed: On March 26, 2024, the Board of Directors approved an updated compensation structure for members of the Board.
−Removed: The updated compensation structure provides that each member will receive $22,000 in annual cash compensation consisting of $22,000 in cash fees as well as 100,000 shares of common stock.
−Removed: Further, each committee member will receive an additional $6,000 per year.
−Removed: The chairperson of the below committees will receive additional annual compensation:
−Removed: • Chairperson of the Audit Committee will receive an additional $4,000 in cash and 10,000 shares of common.
−Removed: • Chairperson of the Compensation Committee will receive an additional $4,000 in cash and 6,000 shares of common stock.
−Removed: • Chairperson of the Governance and ESG Committees will receive an additional $4,000 in cash and 4,000 shares of common stock.
+Added: Board Member Updated
+Added: Na Yeon ("Hannah") Oh had a status change from independent board member to a non-independent director.
Merchant Cash Advance
3 unchanged sentences
The Company agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the Collateral.
−Removed: The Company intends to pay Cedar off in full at closing.
+Added: The Company paid off this loan on May 9, 2024.
+Added: On May 9, 2024, the Company entered into a Standard Merchant Cash Advance Agreement with Cedar providing for the sale of receivables in the amount of $2,720,000 for the purchase price of $2,000,000.
+Added: The Company granted Cedar a
+Added: security interest in (a) all accounts, including without limitation, all deposit accounts, accounts-receivable, and other receivables, as those terms are defined by Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by the Company;
+Added: and (b) all proceeds, as that term is defined by Article 9 of the UCC.
+Added: The Company agreed not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the Collateral.
Exhibit Description
60 unchanged sentences
97.1 Policy for the Recovery of Erroneously Awarded Compensation adopted February 1, 2024(Incorporated herein by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 20, 2024)
−Removed: 99.1* Policy on Granting Equity Awards
+Added: 99.1 Policy on Granting Equity Awards (Incorporated herein by reference to the Form 10-Q Quarterly Report filed with the Securities and Exchange Commission on May 15, 2024)
101.INS Inline XBRL Instance Document*
10 unchanged sentences
SADOT GROUP INC.
−Removed: (f/k/a MUSCLE MAKER, INC.)
/s/ Michael J.
+Added: August 13, 2024
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.