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 six months ended June 30, 2026, which is payable in installments over a ten-year period commencing
March 1, 2026. 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. 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.
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
officer. 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 and six months ended June 30, 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
87
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 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. The
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
Panel. 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.”
88
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)
3.12
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)
3.13
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)
3.14
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)
3.15*
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
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)
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)
89
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)
4.16
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)
4.17
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)
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)
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).
90
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)
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)
10.43
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)
10.44
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)
10.45
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)
91
10.46
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)
10.47
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)
10.48
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)
10.49
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)
10.50
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)
10.51
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)
10.52
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)
10.53
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)
10.54
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)
10.55
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)
10.56
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)
10.57
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)
10.58
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)
10.59
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)
10.6
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)
10.61
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)
10.62
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)
10.63*
Debt Settlement and Share Issuance Agreement, dated as of July 22, 2026, by and between Sadot Group Inc. and Rocket Capital NY LLC
10.64*
Debt Settlement and Share Issuance Agreement, dated as of July 23, 2026, by and between Sadot Group Inc. and Jennifer Black†
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
92
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
Chief Executive Officer (Principal Executive Officer)
Dated: August 14, 2026
By: /s/ Oren Attiya
Oren Attiya
Chief Financial Officer (Principal Financial and Accounting Officer)
93
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.