Other Information
−Removed: On October 9, 2024, the Company filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State to effect the Reverse Stock Split, which became effective 12:01 am eastern on October 18, 2024.
−Removed: As a result of the Reverse Stock Split, every 10 shares of the Company’s common stock issued and outstanding on the effective date were consolidated into one issued and outstanding share.
−Removed: All stockholders who would be entitled to receive fractional shares as a result of the Reverse Stock Split received one whole share for their fractional share interest.
−Removed: There was no change in the par value of our common stock.
−Removed: The Company effectuated the Reverse Stock Split to raise the per share bid price of the Company’s Common Stock above $1.00 per share with the goal of bringing the Company back into compliance with
−Removed: Nasdaq Listing Rule 5550(a)(2).
−Removed: The Company received notice from Nasdaq on November 1, 2024, indicating that the Company regained compliance with the minimum bid price requirement under the Rule.
−Removed: The Company’s common stock began trading on a split-adjusted basis on Nasdaq at the commencement of trading on October 18, 2024 under the Company’s existing symbol “SDOT.” The Company’s common stock has been assigned a new CUSIP number of 627333305 in connection with the Reverse Stock Split.
−Removed: However, following the Reverse Stock Split, certain brokerage and clearing firms requested roundup shares totaling more than 187,000 shares of the Company's common stock (the “Additional Shares”) notwithstanding the fact that the Company beneficial holders historically have been less than 7,000 prior to the Reverse Stock Split.
−Removed: The Company is investigating this matter further in an effort to determine if it has been the subject of fraud and will again evaluate the request for the Additional Shares once its investigation is complete.
+Added: On March 25, 2025, Claudio Torres, a director of the Company was appointed as Vice Chairman of the Board of Directors of the Company.
+Added: On May 8, 2025, Kevin Mohan, a director of the Company, and Mark McKinney, the Chairman of the Board of Directors (the “Board”) and a member of the Compensation Committee and the Audit Committee, submitted resignations from the Board and its committees, effective immediately.
+Added: Neither director had any disagreement with the Company with respect to its operations, policies or practices.
+Added: On April 27, 2025, the Company with deep sadness announced that Marvin Yeo, age 53, a member of the Company’s Board of Directors and Sustainability Committee, unexpectedly passed away on Sunday, April 27, 2025.
+Added: On May 2, 2025, the Company appointed David Hanna as the Interim Chief Executive Officer, effective June 2, 2025.
+Added: Hanna will succeed Catia Jorge who resigned for personal reasons as Chief Executive Officer on May 2, 2025, effective June 1, 2025.
+Added: Hanna will remain the Interim Chief Executive Officer for a period of 90 days while the Company conducts a search for a new Chief Executive Officer.
+Added: The Company and Ms.
+Added: Jorge are currently in negotiations regarding a potential consulting agreement, under which Mr.
+Added: Jorge may provide strategic advisory services to the Company following her resignation as Chief Executive Officer.
+Added: The terms of any such consulting agreement have not yet been finalized, and there can be no assurance that an agreement will be reached.
+Added: Hanna has served as the Company’s Executive Vice President of Sadot Canada Inc.
+Added: (“Sadot Canada”) since June 2024.
+Added: On May 7, 2025, the Company, Sadot Canada and Mr.
+Added: Hanna entered into a letter agreement outlining the terms of Mr.
+Added: Hanna’s employment.
+Added: Hanna will serve as Interim Chief Executive Officer and will continue to serve as Executive Vice President, Head of Sadot Canada.
+Added: Reporting to the
+Added: Board of Directors, Mr.
+Added: Hanna will receive a base salary of $300,000 (USD) annually, an additional $25,000 (USD) monthly for the Interim CEO role, and eligibility for a discretionary annual bonus, all paid in Canadian dollars subject to exchange rates and applicable deductions.
+Added: He is entitled to 5 weeks of vacation, group insurance benefits, a per-kilometer automobile allowance per Canada Revenue Agency guidelines, a company laptop, and up to $120 (USD) monthly reimbursement for business phone use.
+Added: Termination with cause requires no notice unless mandated by the Employment Standards Act, 2000 (Ontario), while termination without cause provides statutory notice or pay in lieu, with benefits continued for the minimum required period.
Exhibit Description
15 unchanged sentences
4.7+ 2021 Equity Incentive Plan (incorporated by reference to Exhibit 4.8 to the Registrant’s Annual Report on Form 10-K filed on March 17, 2022)
−Removed: 4.8+ 2023 Equity Incentive Plan
+Added: 4.8+ 2023 Equity Incentive Plan (Incorporated herein by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 20, 2024)
+Added: 4.9+ 2024 Equity Incentive Plan (Incorporated herein by reference to the Form S-8 Registration Statement filed with the Securities and Exchange Commission on May 23, 2024)
4.10+ Description of Securities (Incorporated herein by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 11, 2025)
35 unchanged sentences
10.18+ Addendum 2 to the Service Agreement entered between Muscle Maker Inc., Sadot LLC and Aggia LLC FX dated July 14, 2023 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 18, 2023)
+Added: 10.19+ Form of Purchase Agreement by and between Sadot Group Inc.
+Added: and Purchasers dated December 3, 2024 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 4, 2024)
+Added: 10.20+ Form of Registration Rights Agreement by and between Sadot Group Inc.
+Added: and Purchasers dated December 3, 2024 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 4, 2024)
+Added: 10.21+ Form of Senior Convertible Note dated December 4, 2024 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on December 4, 2024)
+Added: 10.22+ Employment Agreement between Sadot Group Inc, and David Hanna dated May 7, 2025 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 8, 2025)
+Added: 19.1+ Sadot Group Inc.
+Added: – Insider Trading Policy (Incorporated herein by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 11, 2025)
21.1+ List of Subsidiaries (Incorporated herein by reference to the Form 10-K Annual Report filed with the Securities and Exchange Commission on March 11, 2025)
19 unchanged sentences
SADOT GROUP INC.
−Removed: /s/ Michael J.
−Removed: November 12, 2024
+Added: /s/ Catia Jorge
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.