What changed in this filing

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Item 5. Other Information

2025-08-14 compared with 2025-05-14 · 60 added, 23 removed, 90 unchanged (48% of the section changed)

Other Information

On March 25, 2025, Claudio Torres, a director of the Company was appointed as Vice Chairman of the Board of Directors of the Company.

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.

Neither director had any disagreement with the Company with respect to its operations, policies or practices.

On April 11, 2025, Kevin Mohan resigned as Chief Investment Officer effective May 5, 2025.

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.

On May 7, 2025, the Company appointed David Hanna as the Interim Chief Executive Officer, effective June 2, 2025.

Hanna will succeed Catia Jorge who resigned for personal reasons as Chief Executive Officer on May 2, 2025, effective June 1, 2025.

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.

The Company and Ms.

Jorge are currently in negotiations regarding a potential consulting agreement, under which Mr.

Jorge may provide strategic advisory services to the Company following her resignation as Chief Executive Officer.

The terms of any such consulting agreement have not yet been finalized, and there can be no assurance that an agreement will be reached.

Hanna has served as the Company’s Executive Vice President of Sadot Canada Inc.

(“Sadot Canada”) since June 2024.

On May 7, 2025, the Company, Sadot Canada and Mr.

Hanna entered into a letter agreement outlining the terms of Mr.

Hanna’s employment.

Hanna will serve as Interim Chief Executive Officer and will continue to serve as Executive Vice President, Head of Sadot Canada.

Reporting to the

Board of Directors, Mr.

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.

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.

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.

Hanna succeeded Catia Jorge who resigned for personal reasons as Chief Executive Officer on May 2, 2025, effective June 1, 2025.

Hanna never assumed the position of Interim Chief Executive Officer as Chagay Ravid was name Chief Executive Office on May 28, 2025.

Neither director had any disagreement with the Company with respect to its operations, policies or practices.

On May 22, 2025, Claudio Torres was appointed to the Compensation Committee.

On May 22, 2025, Ahmed Khan was appointed to the Audit Committee.

On May 28, 2025, Sadot Group Inc.

appointed Chagay Ravid as the Chief Executive Officer.

Ravid succeeded Catia Jorge who was serving at the Chief Executive Officer through June 1, 2025.

David Hanna was to become Interim Chief Executive Officer effective June 2, 2025, but agreed to remain with the Company and lead the Sadot Canada subsidiary and assist in global trade operations.

On May 28, 2025, the Company entered into an Employment Agreement with Mr.

During the term of the Employment Agreement, Mr.

Ravid will serve as Chief Executive Officer of the Company and will be entitled to a base salary at the annualized rate of $200,000.

Ravid will receive a one-time grant of $100,000 in restricted stock grants vesting in four equal quarterly installments.

The restricted stock grant vests quarterly over one year in equal quarterly installments commencing October 1, 2025 which will be priced as of the start date.

Ravid is terminated by the Company for any reason other than cause Mr.

Ravid will be entitled to a severance package of 12 months of salary.

On June 18, 2025, Claudio Torres was appointed as Chairman of the Board of Sadot Group.

On August 1, 2025, the Company announced the appointment of Paul Sansom as its Chief Financial Officer, effective August 1, 2025, following the resignation of Jennifer Black as Chief Financial Officer of the Company on July 28, 2025.

Black’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Black agreed to serve as a consultant to the Company for 60 days for nominal consideration.

On August 1, 2025, the Company entered into an employment agreement with Mr.

Sansom (the “Employment Agreement”).

Under the terms of the Employment Agreement, Mr.

Sansom will receive an annual base salary of $190,000 for the first six months of employment.

At the end of the six month period, the Board of Directors shall review business key performance indicators, and subject to satisfactory performance, shall increase the base salary to a minimum of $380,000 per year, as confirmed by the Board's compensation committee.

Such increased salary shall be

effective from the first day of the seventh month of employment.

Sansom will be eligible for an annual performance bonus based on criteria to be determined by the Company’s Board of Directors.

Sansom will also receive a grant of restricted shares valued at $90,000, which will vest in equal quarterly installments beginning October 1, 2025, subject to continued employment and satisfactory performance.

The Employment Agreement provides for standard benefits, expense reimbursement, and participation in the Company’s employee benefit plans.

Sansom’s employment is terminated by the Company without cause or by Mr.

Sansom for good reason, and subject to the execution of a general release, he will be entitled to severance pay equal to 12 months of his base salary.

The Agreement also includes customary provisions regarding confidentiality, non-solicitation, non-competition, intellectual property assignment, and cooperation with legal proceedings.

As noted, Mr.

Sansom resigned from the Company’s Board of Directors and its Audit Committee, effective August 1, 2025, in connection with his appointment as CFO.

As a result of Mr.

Sansom’s resignation, the Audit Committee currently has fewer than three members, which does not comply with Nasdaq Listing Rule 5605(c)(2)(A) requiring a minimum of three independent directors.

Exhibit Description

1.1+ Placement Agency Agreement, dated as of July 23, 2025, by and between Sadot Group Inc.

and ThinkEquity LLC as Placement Agent (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 25, 2025)

3.1+ Articles of Incorporation of Muscle Maker, Inc., a Nevada corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 14, 2019)

19 unchanged sentences

(Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 27, 2023.)

4.12+ Form of Promissory Note dated June 20, 2025 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 26, 2025).

4.13+ Form of Placement Agent Warrant (incorporated by reference to to the Registrant’s Current Report on Form 8-K filed on July 25, 2025)

4.14+ Employment Agreement between Sadot Group Inc.

and Paul Sansom Dated August 1, 2025 (incorporated by reference to to the Registrant’s Current Report on Form 8-K filed on August 1, 2025)

4.15+ Separation Agreement, dated July 28, 2025, by and between Sadot Group Inc.

and Jennifer Black (incorporated by reference to to the Registrant’s Current Report on Form 8-K filed on August 1, 2025)

10.1+ Form of Securities Purchase Agreement, dated April 7, 2021, between Muscle Maker, Inc.

38 unchanged sentences

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)

10.23+ Employment Agreement between Sadot Group Inc, and Chagay Ravid dated May 28, 2025 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on May 29, 2025)

10.24+ Form of Securities Purchase Agreement between Sadot Group Inc.

and accredited investors dated June 20, 2025 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on June 26, 2025).

10.25+ Designee Transfer Agreement dated July 22, 2025 by and between Sadot LLC and Palladium Holdings Ltd.

(Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 23, 2025).

10.26+ Amendment between Sadot Group Inc.

and Target Capital I, LLC dated July 23, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 25, 2025)

10.27+ Amendment between Sadot Group Inc.

and Jennifer Black dated July 23, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 25, 2025)

10.28+ Form of Amendment and Waiver entered with the December 2024 Purchasers dated July 23, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 25, 2025)

19.1+ Sadot Group Inc.

21 unchanged sentences

SADOT GROUP INC.

/s/ Catia Jorge

/s/ Chagay Ravid

August 14, 2025

Chief Executive Officer (Principal Executive Officer)

/s/ Jennifer Black

Jennifer Black

/s/ Paul Sansom

Chief Financial Officer (Principal Financial Officer)

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.

What changed 10-Q

Item 5. Other Information