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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported): June
26, 2026
SADOT
GROUP INC.
(Exact name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation) |
001-38755
(Commission File Number) |
87-2792167
(IRS Employer Identification No.) |
295 E. Renfro Street, Suite 300, Burleson, TX 76028
(Address of principal executive offices, including
zip code)
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:
☐
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(s) |
Name of each exchange on which registered |
| Common Stock, $0.0001 par value |
SDOT |
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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 1.01 Entry into a Material
Definitive Agreement.
On June 26, 2026 (the “Closing Date”), Sadot Group Inc. (the
“Company”) entered into and consummated a Share Purchase Agreement (the “SPA”) with Dream America Marketing Services,
Ltd, a company organized under the laws of Costa Rica (the “Purchaser”), pursuant to which the Company sold, transferred and
assigned to the Purchaser one hundred percent (100%) of the issued and outstanding membership interests (the “Interests”)
of Sadot Latam LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Sadot Latam”).
The aggregate purchase price for the Interests consists of: (i) $1,000
in cash, payable by wire transfer; plus (ii) a profit-sharing payment equal to 27.5% of cash actually collected in respect of certain
receivables held by Sadot Latam and Sadot LLC, as more particularly described in Appendix A to the SPA. The Purchaser acquired the Interests
on an “as is, where is” basis, inclusive of all existing and threatened litigation, claims and liabilities of Sadot Latam.
The assets of Sadot Latam transferred in connection with the sale, as set
forth in Appendix A to the SPA, consist principally of the following:
● A Citizens Bank deposit of
approximately $250,000;
● Kaford receivable (amount subject to
collection);
● Naturz receivable (amount subject to
collection);
● 50% of any net collection amount from the Zambia
receivable; and
● 50% of any net collection amount from the Zen Noh
lawsuit.
The SPA contains customary representations, warranties, covenants and indemnification
provisions. The Seller has agreed to provide legal support for a period of six (6) months following the Closing Date for all litigation
and disputes involving Sadot Latam existing as of the Closing Date. The SPA is governed by the laws of the State of New York, with disputes
to be resolved by arbitration administered by the American Arbitration Association in New York, New York.
The foregoing description of the SPA does not purport to be complete and
is qualified in its entirety by reference to the full text of the SPA, a copy of which is filed as Exhibit 10.1 to this Current Report
on Form 8-K.
Item 8.01 Other Events.
Financial Statement Impact — Deconsolidation of Sadot Latam
As a result of the consummation of the sale on the Closing Date, the Company
will cease to consolidate Sadot Latam in its consolidated financial statements from
and after the Closing Date. The Company is evaluating the accounting treatment
of the deconsolidation in accordance with Accounting Standards Codification Topic 810
, and
expects to reflect the effects of the deconsolidation in its consolidated
financial statements for the fiscal quarter ending June 30, 2026. The financial effects of the deconsolidation are preliminary, have not
been audited or reviewed by the Company’s independent registered public accounting firm, and remain subject to change.
The Board has authorized this voluntary disclosure under Item 8.01 of Form
8-K in order to provide transparency regarding the transaction.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements include, without limitation, statements regarding the anticipated timing and accounting effects of
the deconsolidation of Sadot Latam. These statements are based on current expectations and are subject to risks, uncertainties and assumptions,
including risks related to accounting determinations, collectability of the receivables, and other factors described in the Company’s
filings with the Securities and Exchange Commission. Actual results may differ materially from those expressed or implied in any forward-looking
statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 10.1 |
Share Purchase Agreement, dated as of June 26, 2026, by and between Sadot Group Inc. and Dream America Marketing Services, Ltd. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| SADOT GROUP INC. |
|
| |
|
| Date: June 29, 2026 |
|
| |
|
| By: /s/ Haggai Ravid |
|
| Name: Haggai Ravid |
|
| Title: Chief Executive Officer |
|
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