What changed in this filing

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Item 5. Other Information

2026-05-15 compared with 2025-11-19 · 184 added, 179 removed, 79 unchanged (82% of the section changed)

1 unchanged sentence

Management/Board Changes

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 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.

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 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, the Company 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.

On September 23, 2025, Ray Shankar notified the Company of his resignation as a member of the Company’s Board, effective immediately.

In connection with his resignation from the Board, Mr.

Shankar also resigned from his positions as a member of the Board’s Nominating and Corporate Governance Committee and as Chairman of the Compensation Committee.

Shankar’s resignation was a result of Mr.

Shankar’s increasing demands of his full time professional role and not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The Company intends to identify and appoint a director to the Nominating and Governance Committee and the Compensation Committee, as appropriate, in order to maintain compliance with all applicable NASDAQ listing requirements, including those related to committee composition and independence.

On October 10, 2025, Na Yeon Hannah Oh notified the Company of her resignation as a member of the Board, effective immediately.

In connection with her resignation from the Board, Ms.

Oh also resigned from her position as a member of the Board’s Sustainability Committee.

Oh’s resignation was a result of Ms.

Oh’s professional commitments and not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On October 29, 2025, the Board 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 the Board.

Such resignations were effective immediately upon acceptance by the Board and were not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Immediately following the acceptance of the foregoing resignations on October 30, 2025, the Board:

• appointed Sean Schnapp, Alexander David, Liat Franco and Yuriy Shirinyan as directors of the Company to fill the vacancies created thereby;

• reconstituted the Board’s standing committees as described below.

On October 15, 2025, the Company entered into the Purchase Agreement with Helena.

Pursuant to the Purchase Agreement, the Company shall have the right to issue and sell to Helena, from time to time as provided therein, and Helena shall purchase from the Company, up to the Commitment Amount of the Company’s Common Stock, subject to certain limitations and conditions set forth in the Purchase Agreement.

The Company is not obligated to sell any shares of Common Stock pursuant to the Purchase Agreement except as specified therein.

Under the Purchase Agreement, subject to the satisfaction of certain conditions, the Company may, in its sole discretion, deliver an Advance Notice to Helena to purchase a portion of the Commitment Amount (each, an “Advance”).

The amount of each Advance may not exceed the Maximum Advance Amount, which is the lesser of (i) 100% of the average of the Daily Value Traded of the Common Stock over the ten (10) Trading Days immediately preceding an Advance Notice, and (ii) $5,000,000, unless otherwise mutually agreed by the parties.

For purposes of the Purchase Agreement, “Daily Value Traded” is the product obtained by multiplying the daily trading volume of the Common Stock on the Principal Market during regular trading hours as reported by Bloomberg L.P., by the VWAP for such Trading Day.

The shares of Common Stock purchased pursuant to an Advance will be purchased at the Purchase Price equal to 97% of the lowest daily closing VWAP during the Pricing Period minus clearing fees, brokerage fees, transfer agent fees and legal costs associated with the applicable Advance;

provided that if during any Trading Day during the Pricing Period the VWAP at the end of any given 1-hour interval has changed by +/- 7% versus the previous 1-hour interval, the VWAP for such Trading Day will be deemed to be 90% of Helena’s sale execution for that day in respect of the Common Stock.

The Pricing Period is generally three (3) Trading Days commencing on the date of Helena’s receipt of the Common Stock relating to such Advance (subject to adjustments for Secondary Advances).

The last 30 minutes of trading on such Trading Day during the Pricing Period will be deemed as the final “1-hour” interval of such Trading Day.

Pursuant to the Purchase Agreement, the Company agreed that if it has not submitted Advance Notices in an aggregate amount of at least $2,000,000 (the “Threshold Amount”) prior to the date that is six (6) months following the effective date of the registration, it shall pay to Helena in liquidated damages the amount of $100,000 for every 30 day period thereafter until it shall have submitted Advance Notices in an amount equal to the Threshold Amount.

Sales of shares of Common Stock to Helena under the Purchase Agreement will be subject to certain limitations, including (i) an Ownership Limitation providing that the Company shall not issue, and Helena shall not purchase, any shares of Common Stock if such issuance would cause Helena’s beneficial ownership to exceed 4.99% of the then issued and outstanding shares of Common Stock, (ii) a Registration Limitation providing that the Company shall not issue any shares of Common Stock if such issuance would exceed the number of Registrable Securities registered on an effective Registration Statement, and (iii) an Exchange Cap providing that the Company shall not issue or sell any shares of Common Stock pursuant to the Purchase Agreement in an amount that would exceed 19.99% of the shares of Common Stock outstanding immediately prior to the date of the Purchase Agreement, unless stockholder approval is obtained.

In consideration for Helena’s execution and delivery of the Purchase Agreement, the Company issued to Helena 13,849 Commitment Fee Shares having an aggregate value equal to the Original Commitment Fee Share Amount.

If the closing price of the Common Stock on the Principal Market on the Trading Day the Registration Statement is declared effective is less than the Commitment Fee Share Reference Price, the Company shall issue additional Make-Whole Shares such that the total Commitment Fee Shares equal $100,000 divided by such closing price, minus the Original Commitment Fee Share Amount.

The Commitment Fee Shares will bear a standard restrictive legend and be Registrable Securities under the Purchase Agreement.

The Purchase Agreement contains customary representations and warranties of the Company, indemnification rights, and agreements of the parties, as well as certain customary covenants.

The Purchase Agreement will terminate on the earliest to occur of (i) the expiration of the Commitment Period (which commences on the date of the Purchase Agreement and expires upon termination in accordance with the Purchase Agreement), (ii) the date on which Helena shall have purchased the total Commitment Amount pursuant to the Purchase Agreement, (iii) the date the Purchase Agreement is terminated pursuant to its terms, or (iv) the date on which the Common Stock fails to be listed or quoted on the Nasdaq Capital Market or other eligible market.

The Company has agreed to file a registration statement with the SEC within 15 days of the date of the Purchase Agreement (“Filing Deadline”) and to use commercially reasonable efforts to have it declared effective in no event later than 90 calendar days following the date of the Purchase Agreement (“Effectiveness Deadline”).

If the Registration Statement is not filed by the Filing Deadline or declared effective by the Effectiveness Deadline, the Company will be unable to issue Advances under the Purchase Agreement until such registration statement is filed and effective, as Helena would be unable to resell the shares without an effective Registration Statement.

Such failure may constitute a material breach of the Purchase Agreement, entitling Helena to terminate the Agreement and seek other remedies, including indemnification for any losses incurred.

If the registration statement is not filed on or prior to the Filing Deadline or a registration statement is not declared effective by the SEC by the Effectiveness Deadline, then, in addition to any other rights Helena may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date, the Company shall pay to Helena an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the Commitment Amount.

The Company intends to use the net proceeds from any sales of Common Stock pursuant to the Purchase Agreement, if any, for working capital and general corporate purposes.

Registered Direct Offering

On October 15, 2025, the Company consummated a registered direct offering of shares of Common Stock (the “September 2025 Shares”) and pre-funded warrants to purchase shares of Common Stock (the “Pre-funded Warrants” and, together with the September 2025 Shares, the “September 2025 Securities”), for a purchase price of $6.14 per September 2025 Share and $6.1399 per Pre-funded Warrant (representing the per share purchase price minus the exercise price of $0.0001 per warrant share), resulting in aggregate gross proceeds of approximately $500,000, before deducting placement agent fees and other offering expenses.

The Company intends to use the net proceeds from the sale of the Securities for general corporate purposes and working capital.

The offering closed on September 23, 2025.

The September 2025 Shares and the shares issuable upon exercise of the Pre-funded Warrants were offered and sold by the Company pursuant to the Company’s Registration Statement on Form S-3 (File No.

333-283813) filed by the Company with the U.S.

Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and declared effective by the SEC, and a prospectus supplement dated September 19, 2024.

In connection with the offering, on September 23, 2025, the Company entered into an Engagement Agreement (the “Engagement Agreement”) with Digital Offering LLC (the “Digital Offering”), pursuant to which the Digital Offering acted as a non-exclusive placement agent for the Company in connection with the offering to the sole investor, Helena Global Investment Opportunities I Ltd (the “Investor”), on a best efforts basis, at the purchase prices noted above.

Pursuant to the Engagement Agreement, the Company agreed to pay Digital Offering a cash fee of 1.25% of the net proceeds raised in connection with the sale of the Securities or drawn from the equity line of credit as further described below.

The Engagement Agreement has a term commencing on the execution date and terminating automatically on the earlier of (i) the date that is two (2) months from the first date on which the offering is officially commenced, or (ii) termination by the Company.

Upon termination, the Placement Agent will be entitled to collect all fees and any subsequent fees on the associated transaction for the life of the equity line of credit.

Notwithstanding any termination, if at any time after termination the Company receives cash consideration from Helena, the Company shall pay Digital Offering fees in accordance with the terms of the Engagement Agreement.

In connection with the offering, on September 23, 2025, the Company entered into a Securities Purchase Agreement with Helena, pursuant to which Helena agreed to purchase the Securities at the purchase prices noted above.

The Securities Purchase Agreement contains customary representations, warranties, covenants, indemnification obligations, and closing conditions.

On September 9, 2025, the Company received a letter (the “Staff Determination”) from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that the Staff has determined that the Company’s Common Stock had a closing bid price of less than $1.00 per share over the previous 30 consecutive business days from July 28, 2025 through September 8, 2025, and, as a result, does not comply with the Rule.

The Company was not eligible for the 180-calendar day compliance period specified in Nasdaq Listing Rule 5810(c)(3)(A) because the Company effected a 1-for-10 reverse stock split on October 18, 2024, which occurred during the prior one-year period.

The Staff Determination notified the Company that its Common Stock would be delisted from The Nasdaq Capital Market unless the Company requests a hearing.

Accordingly, the Company requested a hearing before the Nasdaq Hearings Panel (the “Panel”) pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series.

The Company’s hearing request automatically stayed any suspension or delisting action of the Company’s securities pending the hearing and the expiration of any additional extension period granted by the Panel following the hearing.

A hearing was scheduled for October 21, 2025.

On October 10, 2025, the Company received a letter from the Nasdaq Listing Qualifications Hearings Department (the “Letter”).

The Letter notified the Company that it has regained compliance with the bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) and is therefore in compliance with the continued listing requirements for the Nasdaq Capital Market.

As a result, the hearing before the Nasdaq Hearings Panel scheduled for October 21, 2025 was cancelled.

The Company’s Common Stock will continue to be listed and traded on The Nasdaq Stock Market.

Reverse Split

The Board unanimously approved a reverse split of the Company’s Common Stock at a ratio of one-for-ten (the “Reverse Stock Split”).

On September 9, 2025, 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 September 15, 2025.

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.

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.

There was no change in the par value of our Common Stock.

December Notes

On December 3, 2024, we entered into a Purchase Agreement (the “December 2024 Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with certain institutional investors (“December 2024 Purchasers”) and issued an aggregate of $3.75 million aggregate principal amount of convertible senior notes due in 2025 (the “December 2024 Convertible Notes”) for aggregate gross proceeds of approximately $3.0 million, before deducting fees to the placement agent and other expenses payable by the Company.

Pursuant to the December 2024 Agreement, the December 2024 Convertible Notes were issued with an original issue discount of 20%.

On July 23, 2025, the Company entered into an Amendment and Waiver with the December 2024 Purchasers, amending the certain December 2024 Agreement and the December 2024 Notes.

On September 22, 2025, the Company and the December 2024 Purchasers entered into a Waiver, which among other things, provided that the conversion price will be equal to 97% of the lowest closing price of the Common Stock during the three (3) Trading Days immediately prior to the date of conversion into shares of Common Stock.

Further, the Company agreed to increase the percentage of the net proceeds of any future capital raises to repay the outstanding balance of the December 2024 Notes from 19% to 21% and agreed to a lock up of 30 days.

On October 15, 2025, the Company agreed to waive a lock up agreement previously entered with the December 2024 Purchasers.

October 2024 Notes

On October 22, 2024, the Company entered into a Securities Purchase Agreement with an accredited investor (the “October 2024 Purchaser”), pursuant to which the Company issued a convertible promissory note (the “October 2024 Note”) in the principal amount of $1,375,000 for a purchase price of $1,100,000, reflecting an original issue discount of $275,000.

The October 2024 Note was originally due on April 10, 2025, and bears interest payable on the maturity date.

On July 23, 2025, the Company entered into an amendment to the October 2024 Note.

On September 22, 2025, the Company and the October 2024 Purchaser entered into a Waiver, which among other things, provided that the conversion price will be equal to 97% of the lowest closing price of the Common Stock during the three (3) Trading Days immediately prior to the date of conversion into shares of Common Stock.

Further, the Company agreed to increase the percentage of the net proceeds of any future capital raises to repay the outstanding balance of the October 2024 Notes from 6% to 6.5% and agreed to a lock up of 30 days.

On October 15, 2025, the Company agreed to waive a lock up agreement previously entered with the October 2024 Purchaser.

Secured Promissory Note

On October 29, 2025, 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, is due and payable in one lump sum payment on October 29, 2026 (the "Maturity Date").

The Company may prepay the Note, in whole or in part, at any time without premium or penalty.

The Note is secured by a security interest in all assets of the Company, whether now owned or hereafter acquired, including but not limited to accounts, equipment, inventory, intellectual property, and all other personal property (collectively, the "Collateral").

The Lender has filed or will promptly file a UCC-1 Financing Statement with the appropriate filing offices to perfect the security interest in the Collateral.

The Note contains customary events of default, including failure to pay amounts when due (with a five-day cure period), material misrepresentations, and bankruptcy or insolvency events.

Upon an event of default, the entire unpaid principal balance and all accrued interest become immediately due and payable, and the default interest rate increases to the lesser of 15% per annum or the maximum rate permitted by law.

Upon default, the Lender has all rights and remedies of a secured party under the Uniform Commercial Code.

On January 5, 2026, the Company and Michael Roper, the Company’s

former Chief Governance and Compliance Officer, entered into a Separation Agreement pursuant to which Mr.

Roper’s employment terminated

effective January 19, 2026.

In connection with the Separation Agreement, the Company recorded a severance and related compensation accrual

of approximately $0.7 million during the three months ended March 31, 2026, which is payable in installments over a ten-year period commencing

March 1, 2026.

As of March 31, 2026, approximately $0.1 million of the obligation was classified as current liabilities and approximately

$0.7 million was classified as long-term liabilities in the condensed consolidated balance sheets.

The Separation Agreement also provides

for accelerated vesting of certain equity awards, continuation of certain benefits and insurance coverage, and customary release and restrictive

covenant provisions.

The Company may continue to engage Mr.

Roper on a consulting basis.

Effective January 5, 2026, the Company terminated the employment of Aimee

Infante as the Company’s former Chief Marketing Officer.

There was no separation agreement entered into with Ms.

Infante, and her

Executive Employment Agreement terminated in connection with the termination of her employment.

There were no changes to the Company’s Chief Executive Officer, Chief

Financial Officer, or Board of Directors during the three months ended March 31, 2026.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

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 shareholders’ equity requirement for continued listing on the Nasdaq Capital Market set forth in

Nasdaq Listing Rule 5550(b)(1).

Specifically, the Company’s shareholders’ equity as reported in its Annual Report on Form

10-K for the fiscal year ended December 31, 2025 was ($54,745,000).

The Company does not meet the alternative compliance standards of

either a market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed

fiscal year or in two of the last three most recently completed fiscal years.

Under Nasdaq rules, the Company has 45 calendar days from the date of the

letter (until June 22, 2026) to submit a plan to regain compliance.

If the plan is accepted, Nasdaq may grant an extension of up to 180

calendar days from the date of the letter to evidence compliance.

The letter has no immediate effect on the listing or trading of the

Company’s common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “SDOT,” subject to

the Company’s continued compliance with other listing requirements.

The Company intends to submit a compliance plan to Nasdaq within the required

timeframe and is evaluating various strategic options to regain compliance.

There can be no assurance that the plan will be accepted by

Nasdaq, that any extension will be granted, or that the Company will regain compliance within the allotted period.

Entry into a Material Definitive Agreement

On February 6, 2026, 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% original issue discount).

The Debentures were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended

(the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder.

The financing closed on February 9, 2026.

The Debentures mature on the earlier of (i) May 30, 2026, (ii) four months

from the original issue date (May 30, 2026), or (iii) the closing of any debt or equity financing by the Company resulting in gross proceeds

of at least $5,000,000.

The Debentures do not bear regular interest but are issued at an 8% original issue discount.

The Company has the

option to prepay the Debentures at any time at the principal amount.

As additional consideration, the Company issued an aggregate of 300,000

shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Purchasers on a pro rata

basis (the “Incentive Shares”).

The SPA contains customary representations, warranties, covenants, and

closing conditions.

The Debentures contain negative covenants restricting the Company from incurring additional indebtedness (subject

to permitted exceptions), creating liens, amending charter documents in a materially adverse manner, repurchasing equity or other indebtedness

(with limited exceptions), paying dividends, or entering into affiliate transactions without Required Holders’ (holders of at least

50% plus $1.00 of the principal amount) consent.

Events of default include non-payment, breaches of covenants, bankruptcy events, cross-defaults

on material indebtedness, and other customary events.

On January 29, 2026, the Company entered into an Engagement Agreement for

Advisory Services (the “Engagement Agreement”) with RBW Capital Partners LLC and Dawson James Securities, Inc.

(collectively,

the “Financial Advisor”), pursuant to which the Financial Advisor provided advisory services in connection with the private

debt transaction.

The Company paid a one-time advisory fee of $10,000 at closing.

The Engagement Agreement includes provisions for an

exclusive placement agent engagement for four months post-closing, indemnification, and other standard terms.

Entry into a Material Definitive Agreement

On February 11, 2026, the Company entered into a Securities Purchase Agreement

(the “Preferred SPA”) with Stanley Hills, LLC (the “Preferred Purchaser”), pursuant to which the Company agreed

to issue and sell to the Preferred 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”).

On March 2, 2026, the Company entered into a First Amendment to Stock Purchase Agreement (the “SPA Amendment”) with the Preferred

Purchaser, amending the Preferred SPA

The SPA Amendment amends the terms of the Series A Preferred Stock by reducing

(i) the Stated Value from $14.5244 per share to $5.1596 per share and (ii) the voting rights from 14.5244 votes per share (aggregate 145,244

votes across 10,000 shares) to 5.1596 votes per share (aggregate 51,596 votes across 10,000 shares).

All other material terms of the Original

SPA and the Series A Preferred Stock remain unchanged.

The SPA Amendment was entered into to reduce the Company’s potential redemption

and liquidation exposure and to align the voting power with current corporate governance and Nasdaq compliance objectives.

The terms of the Series A Preferred Stock are set forth in the Certificate

of Designation of Series A Preferred Stock (the “Certificate of Designation”) filed with the Nevada Secretary of State on

February 11, 2026 and the Certificate of Amendment to Designation (After Issuance of Class or Series) with the Nevada Secretary of State

filed with the Nevada Secretary of State on March 5, 2026.

The SPA contains customary representations, warranties, and covenants by

the Company and the Purchaser.

The Transaction was exempt from registration under the Securities Act of 1933, as amended, pursuant to

Section 4(a)(2) and/or Rule 506(b) of Regulation D.

Exhibit Description

13 unchanged sentences

Certificate of Change Pursuant to NRS 78.209 filed with the Nevada Secretary of State on September 9, 2025 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 15, 2025)

Certificate of Designation of Series A Preferred Stock, filed with the Nevada Secretary of State on February 11, 2026 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 12, 2026)

Certificate of Amendment to Designation of Series A Preferred Stock, filed with the Nevada Secretary of State on March 5, 2026 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 6, 2026)

Certificate of Amendment to Designation filed with the Nevada Secretary of State on or about May 1, 2026 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on May 6, 2026)

Form of Warrant to Purchase Common Stock dated April 9, 2021 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)

36 unchanged sentences

and Kenn Miller dated November 16, 2022 (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)

10.13+ Executive Employment Agreement between Muscle Maker, Inc.

and Aimee Infante dated November 16, 2022 (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)

10.14+ Standby Equity Purchase Agreement dated September 22, 2023 between Sadot Group, Inc.

Employment Agreement between Muscle Maker, Inc.

and Aimee Infante dated November 16, 2022 (incorporated by reference to Exhibit 10.8

to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)

Equity Purchase Agreement dated September 22, 2023 between Sadot Group, Inc.

and YA II PN, Ltd.

(Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 26, 2023)

10.15+ Form of Convertible Promissory notes issued to YA II PN, Ltd.

(Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 26, 2023)

10.16+ Global Guaranty Agreement dated September 22, 2023 between Sadot Group, Inc.

(Incorporated herein by reference to

the Form 8-K Current Report filed with the Securities and Exchange Commission on September 26, 2023)

of Convertible Promissory notes issued to YA II PN, Ltd.

(Incorporated herein by reference to the Form 8-K Current Report filed with

the Securities and Exchange Commission on September 26, 2023)

Guaranty Agreement dated September 22, 2023 between Sadot Group, Inc.

and YA II PN, Ltd.

(Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 26, 2023)

10.17+ Registration Rights Agreement dated September 22, 2023 between Sadot Group, Inc.

(Incorporated herein by reference to the Form

8-K Current Report filed with the Securities and Exchange Commission on September 26, 2023)

Rights Agreement dated September 22, 2023 between Sadot Group, Inc.

and YA II PN, Ltd.

(Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on September 26, 2023)

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)

10.19+ Form of Purchase Agreement by and between Sadot Group Inc.

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)

10.20+ Form of Registration Rights Agreement by and between Sadot Group Inc.

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)

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)

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)

10.29+ Securities Purchase Agreement between Sadot Group Inc.

and Helena Global Investment Opportunities I Ltd.

dated September 23, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 24, 2025)

(Incorporated herein by reference to the Form

8-K Current Report filed with the Securities and Exchange Commission on September 26, 2023)

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)

of Purchase Agreement by and between Sadot Group Inc.

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)

of Registration Rights Agreement by and between Sadot Group Inc.

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)

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)

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)

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)

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).

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).

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)

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)

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)

Purchase Agreement between Sadot Group Inc.

and Helena Global Investment Opportunities I Ltd.

dated September 23, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on September 24, 2025)

10.31+ Form of Securities Purchase Agreement, dated October 15, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 16, 2025)

10.32+ Engagement Letter, dated October 15, 2025, by and between Sadot Group, Inc.

dated September 23, 2025 (incorporated

by reference to the Registrant’s Current Report on Form 8-K filed on September 24, 2025)

Agreement between Sadot Group Inc.

and Helena Global Investment Opportunities I Ltd.

dated September 23, 2025 (incorporated by reference

to the Registrant’s Current Report on Form 8-K filed on September 24, 2025)

of Securities Purchase Agreement, dated October 15, 2025 (incorporated by reference to the Registrant’s Current Report on Form

8-K filed on October 16, 2025)

Letter, dated October 15, 2025, by and between Sadot Group, Inc.

and Dawson James Securities, Inc.

(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 16, 2025)

10.33+ Form of Lock-Up Agreement dated October 15, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 16, 2025)

(incorporated by reference to the

Registrant’s Current Report on Form 8-K filed on October 16, 2025)

of Lock-Up Agreement dated October 15, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on

October 16, 2025)

Secured Promissory Note dated October 29, 2025(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on October 30, 2025)

Settlement Agreement and Mutual Release between Sadot Group Inc.

and Aggia LLC FZ dated November 20, 2025 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on November 24, 2025)

Consulting Agreement, dated December 3, 2025, by and between Sadot Group Inc.

and CO-Finance Financial and Accounting Consulting Ltd.

(incorporated by reference to the Registrant’s Current Report on Form 8-K filed on December 9, 2025)

Separation Agreement, dated January 5, 2026, by and between Sadot Group Inc.

and Michael Roper (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 7, 2026)

Form of Securities Purchase Agreement, dated February 6, 2026, by and among the Company and the Purchasers (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 10, 2026)

Form of 8% Unsecured OID Debenture (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 10, 2026)

Engagement Agreement for Advisory Services, dated January 29, 2026, by and between the Company and the Financial Advisor (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 10, 2026)

Securities Purchase Agreement, dated February 11, 2026, by and between Sadot Group Inc.

and Stanley Hills, LLC (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 12, 2026)

First Amendment to Stock Purchase Agreement, dated March 2, 2026, by and between the Company and Stanley Hills, LLC (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 6, 2026)

Sadot Group Inc.

9 unchanged sentences

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*

101.SCH Inline XBRL Schema Document*

101.CAL Inline XBRL Calculation Linkbase Document*

101.DEF Inline XBRL Definition Linkbase Document*

101.LAB Inline XBRL Label Linkbase Document*

101.PRE Inline XBRL Presentation Linkbase Document*

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

† Includes management contracts and compensation plans and arrangements

Inline XBRL Instance Document*

Inline XBRL Schema Document*

Inline XBRL Calculation Linkbase Document*

Inline XBRL Definition Linkbase Document*

Inline XBRL Label Linkbase Document*

Inline XBRL Presentation Linkbase Document*

Cover Page Interactive Data File (embedded within the Inline

XBRL document)

† Includes management contracts and compensation

plans and arrangements

*Filed herewith.

+Previously filed

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.

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.

SADOT GROUP INC.

/s/ Chagay Ravid

November 19, 2025

Chief Executive Officer (Principal Executive Officer)

/s/ Paul Sansom

/s/ Oren Attiya

Chief Financial Officer (Principal Financial and Accounting 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