Item 5. Other Information
Item 5. Other Information
Management/Board Changes
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
Standard; 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.
77
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.
78
Item 6. Exhibits
Exhibit
No.
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)
1.2+
Engagement Agreement between Sadot Group Inc. and Digital Offering LLC dated September 23, 2025 (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)
3.2+
Bylaws of Muscle Maker, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 14, 2019)
3.3+
Certificate of Change Pursuant to NRS 78.209 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 11, 2019)
3.4+
Certificate of Amendment to Articles of Incorporation of Muscle Maker, Inc., a Nevada corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 16, 2020)
3.5+
Certificate of Amendment to Articles of Incorporation of Muscle Maker, Inc. (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on March 7, 2023)
3.6+
Articles of Merger (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on July 26, 2023).
3.7+
Certificate of Change to NRS 78.209 filed with the Nevada Secretary of State on October 9, 2024 (Incorporated herein by reference to the Form 8-K Current Report filed with the Securities and Exchange Commission on October 16, 2024).
3.8+
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)
3.9
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)
3.10
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)
3.11
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)
4.1+
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)
4.2+
Form of Pre-Funded Warrant to Purchase Common Stock dated April 9, 2021 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)
4.3+
Form of Warrant to Purchase Common Stock issued to A.G.P./Alliance Global Partners dated April 9, 2021 (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)
79
4.4+
Form of Warrant to Purchase Common Stock dated November 22, 2021 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)
4.5+
Form of Pre-Funded Warrant to Purchase Common Stock dated November 22, 2021 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)
4.6+
Form of Placement Agent Warrant to Purchase Common Stock issued to A.G.P./Alliance Global Partners dated November 22, 2021 (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)
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)
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)
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)
4.11+
Form of Additional Warrant Altium Growth Fund Ltd. (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. and the Purchaser* (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)
10.2+
Form of Securities Purchase Agreement, dated November 17, 2021, between Muscle Maker, Inc. and the Purchasers* (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)
10.3+
Form of Registration Rights Agreement, dated November 17, 2021, between Muscle Maker, Inc. and the Purchasers (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)
10.4+
Form of Securities Purchase Agreement, dated April 7, 2021, between Muscle Maker, Inc. and the Purchaser* (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)
10.5+
Form of Director Agreement dated July 16, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 10, 2019)
10.6+
Services Agreement between Muscle Maker, Inc., Sadot LLC and Aggia LLC FC dated November 14, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)
10.7+
Addendum 1 to Services Agreement between Muscle Maker, Inc., Sadot LLC and Aggia LLC FC dated November 17, 2022 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)
10.8+
Limited Liability Operating Agreement of Sadot LLC dated November 16, 2022 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)
10.9+
Executive Employment Agreement between Muscle Maker, Inc. and Michael Roper dated November 16, 2022 (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)
10.10+
Executive Employment Agreement between Muscle Maker, Inc. and Jennifer Black dated November 16, 2022 (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)
10.11+
Executive Employment Agreement between Muscle Maker, Inc. and Kevin Mohan dated November 16, 2022 (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on November 18, 2022)
10.12+
Executive Employment Agreement between Muscle Maker, Inc. 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)
80
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. 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. 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. 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)
10.30+
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. 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)
10.34+
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)
10.35
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)
10.36
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)
10.37
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)
10.38
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)
10.39
Form of 8% Unsecured OID Debenture (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 10, 2026)
10.40
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)
10.41
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)
81
10.42
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)
19.1+
Sadot Group Inc. 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)
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
31.2*
Certification of Chief Financial 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
32.1*
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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)
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*
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
*Filed herewith.
+Previously filed
82
SIGNATURES
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.
By:
/s/ Chagay Ravid
Chagay Ravid
Dated: May 15, 2026
Chief Executive Officer (Principal Executive Officer)
By:
/s/ Oren Attiya
Oren Attiya
Chief Financial Officer (Principal Financial and Accounting Officer)
83
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.