Sadot Group sells Sadot Latam unit, to deconsolidate

Q: How is dispute resolution structured in the Sadot Group–Dream America Share Purchase Agreement?

The Share Purchase Agreement is governed by New York law, with disputes to be resolved by arbitration administered by the American Arbitration Association in New York, New York. The agreement also includes customary representations, warranties, covenants and indemnification provisions.

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Form Type

8-K

Rhea-AI Filing Summary

Sadot Group Inc. entered into and closed a Share Purchase Agreement on June 26, 2026, selling 100% of the membership interests in its wholly owned subsidiary Sadot Latam LLC to Dream America Marketing Services, Ltd. The consideration is $1,000 in cash plus a profit-sharing payment equal to 27.5% of cash actually collected on specified receivables held by Sadot Latam and Sadot LLC.

Transferred assets include a Citizens Bank deposit of approximately $250,000, receivables from Kaford and Naturz, and 50% of any net collection from both a Zambia receivable and the Zen Noh lawsuit. The buyer acquired Sadot Latam on an “as is, where is” basis, including all existing and threatened litigation and liabilities, while Sadot Group will provide legal support for six months.

Following this transaction, Sadot Group will cease consolidating Sadot Latam in its financial statements and expects to reflect deconsolidation effects in its consolidated results for the fiscal quarter ending June 30, 2026, with accounting evaluated under Accounting Standards Codification Topic 810.

Insights

Selling Sadot Latam removes a legacy unit and shifts value to contingent receivable recoveries.

Sadot Group has divested 100% of Sadot Latam LLC for $1,000 cash plus a 27.5% profit share on cash collected from defined receivables and litigation-linked amounts. Assets include an approximately $250,000 Citizens Bank deposit and interests in the Zambia receivable and Zen Noh lawsuit.

The buyer assumes Sadot Latam on an “as is, where is” basis, including all current and threatened litigation and liabilities, while Sadot Group provides six months of legal support. This structure suggests the headline cash proceeds are minimal and value is tied to uncertain receivable collections and legal outcomes.

The company will deconsolidate Sadot Latam under Accounting Standards Codification Topic 810 and incorporate the effects in its consolidated financial statements for the quarter ending June 30, 2026. Actual financial impact will depend on accounting determinations and future collections on the specified receivables.

8-K Event Classification

3 items: 1.01, 8.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Cash purchase price: $1,000 Profit-sharing percentage: 27.5% of cash collected Citizens Bank deposit: approximately $250,000 +4 more

7 metrics

Cash purchase price $1,000 Cash consideration under Share Purchase Agreement

Profit-sharing percentage 27.5% of cash collected Share of collections on specified receivables

Citizens Bank deposit approximately $250,000 Deposit transferred as part of Sadot Latam assets

Legal support period 6 months Seller’s agreed period to provide legal support

Zambia receivable share 50% of any net collection Portion of net collection from Zambia receivable

Zen Noh lawsuit share 50% of any net collection Portion of net collection from Zen Noh lawsuit

Deconsolidation period quarter ending June 30, 2026 Expected period to reflect deconsolidation effects

Key Terms

Share Purchase Agreement, profit-sharing payment, as is, where is, Accounting Standards Codification Topic 810, +2 more

6 terms

as is, where is financial

"The Purchaser acquired the Interests on an “as is, where is” basis, inclusive of all existing and threatened litigation"

Accounting Standards Codification Topic 810 financial

"evaluating the accounting treatment of the deconsolidation in accordance with Accounting Standards Codification Topic 810"

deconsolidation financial

"the Company will cease to consolidate Sadot Latam in its consolidated financial statements"

Deconsolidation occurs when a company stops combining another business’s financial results and balances with its own—usually because it no longer controls that business. For investors this matters because it can suddenly shrink reported revenue, assets, debt and profit, or create a one‑time gain or loss, changing how risky or profitable the remaining company appears; think of it like removing a roommate from a shared household budget and seeing your monthly totals change.

American Arbitration Association regulatory

"arbitration administered by the American Arbitration Association in New York, New York"

A nonprofit organization that runs arbitration and mediation services to resolve business and legal disputes without going to public court, acting like a neutral referee or private judge. Investors care because cases handled there can determine contract enforcement, liability, settlement size, timing and confidentiality—factors that affect a company’s legal risk, costs and future cash flow.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What business did Sadot Group Inc. (SDOT) sell on June 26, 2026?

Sadot Group sold 100% of the membership interests in its wholly owned subsidiary Sadot Latam LLC to Dream America Marketing Services, Ltd. The buyer assumed all existing and threatened litigation, claims and liabilities associated with Sadot Latam.

What was the consideration for Sadot Group’s sale of Sadot Latam LLC?

The sale price was $1,000 in cash plus a profit-sharing payment equal to 27.5% of cash actually collected on specified receivables held by Sadot Latam and Sadot LLC, as outlined in Appendix A to the Share Purchase Agreement.

Which key assets were transferred with Sadot Latam in the SDOT transaction?

Transferred assets include a Citizens Bank deposit of approximately $250,000, receivables from Kaford and Naturz, and 50% of any net collection amount from both the Zambia receivable and the Zen Noh lawsuit, as listed in Appendix A.

How will the Sadot Latam sale affect Sadot Group’s (SDOT) financial statements?

Sadot Group will deconsolidate Sadot Latam from its financial statements from the closing date and expects to reflect deconsolidation effects in its consolidated results for the fiscal quarter ending June 30, 2026, under Accounting Standards Codification Topic 810.

What ongoing obligations does Sadot Group retain after selling Sadot Latam?

Sadot Group agreed to provide legal support for six months following closing for all litigation and disputes involving Sadot Latam existing as of that date. The buyer otherwise acquired Sadot Latam on an “as is, where is” basis, including all related liabilities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/30/2026 - 06:08 AM EDT

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EXHIBIT 10.1 204.4 KB

Sadot Group sells Sadot Latam unit, to deconsolidate

Rhea-AI Filing Summary