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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and
Exchange Act of 1934
Date of Report (Date of earliest event reported): September
23, 2025
Commission File Number 001-39223
SADOT
GROUP INC.
(Exact name of small business issuer as specified in
its charter)
| Nevada |
|
47-2555533 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
295 E. Renfro
Street, Suite 209, Burleson, Texas 76028
(Address of principal executive offices)
(832) 604-9568
(Issuer’s telephone number)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions
A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common Stock, $0.0001 par value |
|
SDOT |
|
The Nasdaq Stock Market |
Indicate by check mark whether the registrant is an
emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 23, 2025, Ray Shankar notified Sadot
Group Inc. (the “Company”) of his resignation as a member of the Company’s Board of Directors (the “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.
Mr. 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act 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/
Paul Sansom |
| |
Name: |
Paul Sansom |
| |
Title: |
Chief Financial
Officer |
| |
|
|
| Date: September
29, 2025 |
|
|
