What changed in this filing

/stocks — the workspaceLOADING

Item 5. Other Information

2026-08-14 compared with 2026-05-15 · 131 added, 144 removed, 119 unchanged (70% of the section changed)

6 unchanged sentences

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

of approximately $0.7 million during the six months ended June 30, 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

As of June 30, 2026, approximately $55 thousand of the obligation was classified as current liabilities and approximately

$0.6 million was classified as long-term liabilities in the condensed consolidated balance sheets.

9 unchanged sentences

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

On July 6, 2026, the Company appointed Aleksandr Zhandov, 44, as Chief

Operating Officer and Deputy Chief Executive Officer, reporting to CEO Chagay Ravid, who remains the company’s principal executive

Zhandov’s background is in information technology and cybersecurity rather than agri-commodity trading or food operations:

since August 2021 he has worked as an independent consultant in Santa Monica, California, advising on market research, cybersecurity and

cybercrime investigation, cyber risk assessment, digital forensics, and technology strategy.

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.

Financial Officer, or Board of Directors during the three and six months ended June 30, 2026.

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

8 unchanged sentences

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

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.

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 submitted 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.

On August 3, 2026, the Company received a letter (the “Compliance

Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)

notifying the Company that, based upon the Company’s Current Report on Form 8-K dated July 17, 2026, the Staff has determined that

the Company complies with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market set forth

in Nasdaq Listing Rule 5550(b)(1).

As previously disclosed, on May 5, 2026, the Staff notified the Company that it did not comply with

the minimum $2.5 million stockholders’ equity requirement of Nasdaq Listing Rule 5550(b)(1) and that it did not otherwise satisfy

the alternative continued listing standards of at least $35 million market value of listed securities set forth in Nasdaq Listing Rule

5550(b)(2) or $500,000 of net income from continuing operations set forth in Nasdaq Listing Rule 5550(b)(3).

The Company thereafter submitted

a plan to regain compliance to the Staff and, in its Current Report on Form 8-K dated July 17, 2026, reported, among other things, the

Company’s pro forma stockholders’ equity after giving effect to the previously disclosed transactions described therein.

Compliance Letter further provides that if the Company fails to evidence compliance with Nasdaq Listing Rule 5550(b)(1) upon filing its

periodic report for the period ended September 30, 2026, the Company may be subject to delisting.

In that event, the Staff would provide

written notification to the Company, and the Company would have the right to appeal the Staff’s determination to a Nasdaq Hearings

There can be no assurance that the Company will evidence compliance with the stockholders’ equity requirement upon the filing

of its periodic report for the period ended September 30, 2026 or that the Company will otherwise maintain compliance with the other continued

listing requirements of The Nasdaq Capital Market.

The Compliance Letter has no immediate effect on the listing or trading of the Company’s

common stock, which continues to trade on The Nasdaq Capital Market under the symbol “SDOT.”

Exhibit Description

4 unchanged sentences

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)

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)

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)

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)

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)

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)

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)

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).

4 unchanged sentences

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)

Certificate of Change Pursuant to NRS 78.209, filed with the Nevada Secretary of State on May 22, 2026 (1-for-20 reverse stock split)(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on May 22, 2026)

Certificate of Designation of Series B Non-Voting Non-Convertible Preferred Stock(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 3, 2026)

Certificate of Amendment to Designation of Series B Non-Voting Non-Convertible Preferred Stock(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 10, 2026)

Certificate of Designation, Preferences, Rights and Limitations of Series C Non-Voting Non-Convertible Preferred Stock, filed with the Secretary of State of the State of Nevada on July 14, 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)

8 unchanged sentences

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)

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.)

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.)

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 unchanged sentences

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

Form of Senior Secured Convertible Note(incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on July 17, 2026)

Form of Initial Note(incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on July 17, 2026)

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

18 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)

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)

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)

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)

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.

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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)

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).

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).

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)

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)

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)

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)

Agreement 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)

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)

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)

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)

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

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)

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)

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)

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)

2 unchanged sentences

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)

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.

6 unchanged sentences

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)

Share Purchase Agreement, dated June 2, 2026, by and between Sadot Group Inc.

and Shrvan Kumar Yadav(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 3, 2026)

Convertible Promissory Note, dated June 2, 2026, in the principal amount of $5,000,000(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on June 3, 2026)

Amendment to Share Purchase Agreement, dated June 8, 2026, by and between Sadot Group Inc.

and Shrvan Kumar Yadav(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 10, 2026)

Promissory Note, dated June 8, 2026, payable to Shrvan Kumar Yadav in the principal amount of $5,000,000(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on June 10, 2026)

Written Option Agreement, dated June 4, 2026, between Sadot Group Inc.

and Anat Attia, individually and as sole member of each Property LLC(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 12, 2026)

Amendment No.

1 to Written Option Agreement, dated June 10, 2026, between Sadot Group Inc.

and Anat Attia, individually and as sole member of each Property LLC(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on June 12, 2026)

Share Purchase Agreement, dated as of June 26, 2026, by and between Sadot Group Inc.

and Dream America Marketing Services, Ltd(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 30, 2026)

Employment Agreement, dated as of July 6, 2026, by and between Sadot Group Inc.

and Aleksandr Zhandov†(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 6, 2026)

Debt Settlement and Share Issuance Agreement, dated as of July 7, 2026, by and between Sadot Group Inc.

and Cedar Advance LLC(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 8, 2026)

Debt Settlement and Share Issuance Agreement, dated as of July 7, 2026, by and between Sadot Group Inc.

and Agile Capital Funding, LLC and Agile Lending LLC(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 8, 2026)

Settlement Agreement, dated as of July 15, 2026, by and between Sadot Group Inc.

and Helena Global Investment Opportunities I Ltd.(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 16, 2026)

Intellectual Property Purchase Agreement, dated as of July 14, 2026, by and between Sadot Group Inc.

and Litial Ltd(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 17, 2026)

Form of Securities Purchase Agreement, dated as of July 16, 2026, by and among Sadot Group Inc.

and the buyers party thereto(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 17, 2026)

Form of Registration Rights Agreement, dated as of July 16, 2026, by and among Sadot Group Inc.

and the buyers party thereto(incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on July 17, 2026)

Form of Security and Pledge Agreement, dated as of July 16, 2026, by and among Sadot Group Inc., the grantors party thereto and the collateral agent(incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on July 17, 2026)

Form of Guaranty, dated as of July 16, 2026, made by the guarantors party thereto in favor of the collateral agent(incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on July 17, 2026)

Form of Equity Purchase Facility Agreement, dated as of July 16, 2026, by and between Sadot Group Inc.

and the investor party thereto(incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on July 17, 2026)

Form of Registration Rights Agreement, dated as of July 16, 2026, by and between Sadot Group Inc.

and the investor party thereto(incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on July 17, 2026)

Amendment No.

2 to Share Purchase Agreement, dated as of July 29, 2026, by and among Sadot Group Inc., Shrvan Kumar Yadav and Anira Consulting FZC(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 30, 2026)

Amended and Restated Promissory Note in the principal amount of $4,500,000, issued by Sadot Group Inc.

to Anira Consulting FZC(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 30, 2026)

Debt Settlement and Share Issuance Agreement, dated as of July 22, 2026, by and between Sadot Group Inc.

and Rocket Capital NY LLC

Debt Settlement and Share Issuance Agreement, dated as of July 23, 2026, by and between Sadot Group Inc.

and Jennifer Black†

Sadot Group Inc.

15 unchanged sentences

Inline XBRL Presentation Linkbase Document*

Cover Page Interactive Data File (embedded within the Inline

XBRL document)

† Includes management contracts and compensation

plans and arrangements

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.

1 unchanged sentence

Chief Executive Officer (Principal Executive Officer)

August 14, 2026

/s/ Oren Attiya

1 unchanged sentence

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