[8-K] Sadot Group Inc. Reports Material Event

Rhea-AI Filing Summary

Sadot Group Inc. entered into a Settlement Agreement and Mutual Release with Aggia LLC FZ, ending their November 2022 services relationship and related agreements. To fully settle and discharge all claims and obligations under those documents, Sadot will issue Aggia and its designees a total of 1,050,000 common shares and pay $75,000.

Sadot will issue 257,000 initial shares within five business days of signing, while the remaining 793,000 shares require shareholder approval under Nasdaq Rule 5635(d). If approval is not obtained by March 31, 2026, issuance of these additional shares is suspended until a future approval. The settlement cancels related promissory notes, ends ongoing service and governance rights, and includes mutual releases of all prior claims. The shares are being issued in a private placement exempt from registration under Section 4(a)(2) and will be subject to resale restrictions.

Insights

Equity & corporate actions analyst

Sadot settles Aggia obligations with stock and cash, ending ongoing ties.

Sadot Group is using equity and a small cash payment to resolve all liabilities and obligations tied to its prior services agreement with Aggia LLC FZ. The company will issue 1,050,000 common shares and pay $75,000 in exchange for a comprehensive settlement and termination of the agreement and related promissory notes.

The structure splits issuance into 257,000 initial shares and 793,000 additional shares that require shareholder approval under Nasdaq Rule 5635(d). This keeps the initial issuance below the 19.99% threshold and makes further dilution contingent on future shareholder consent, with the obligation to issue the remaining shares suspended if approval is not obtained by March 31, 2026.

Strategically, the agreement removes ongoing service, compensation, board nomination, and covenant obligations, and replaces them with a defined, equity-heavy settlement. The shares are issued as an unregistered private placement under Section 4(a)(2) with restrictive legends and Rule 144 resale limits, so any secondary market impact depends on future resale behavior and the timing of shareholder approvals disclosed in later meetings.

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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): November 20, 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 1.01 Entry into a Material Definitive Agreement.

On November 20, 2025, Sadot Group Inc. (the “Company”) entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with Aggia LLC FZ (“Aggia”).

Pursuant to the Settlement Agreement, the Company and Aggia agreed to terminate the Services Agreement dated as of November 14, 2022, as amended (collectively, the “Agreement Documents”), and to fully settle, compromise, and discharge all claims, debts, obligations, and liabilities arising out of or related to the Agreement Documents. In full and complete satisfaction of the debt and termination of the Agreement Documents, the Company agreed to issue to Aggia, or to Aggia’s designees, an aggregate of 1,050,000 shares of the Company’s common stock, par value $0.0001 per share (the “Settlement Shares”) and make a payment of $75,000.

The issuance of 257,000 Settlement Shares (the “Initial Shares”) will occur within five business days following the execution of the Settlement Agreement. The issuance of the remaining 793,000 Settlement Shares (the “Subsequent Shares”) is subject to obtaining requisite shareholder approval, which the Company will seek promptly by preparing and filing with the Securities and Exchange Commission all necessary proxy materials and/or other disclosures and using commercially reasonable efforts to obtain such approval at its next annual or special meeting of shareholders. If shareholder approval is not obtained by March 31, 2026, the obligation to issue the Subsequent Shares will be suspended until such approval is obtained, and the Company will continue to seek approval at subsequent meetings.

The Company commit it will not issue any Subsequent Shares under the Settlement Agreement unless and until the requisite shareholder approval under Nasdaq Rule 5635(d) has been obtained. Apart from the initial issuance of Initial Shares (which is below the 19.99% threshold), no further Settlement Shares will be issued without such shareholder approval.

The Settlement Shares will be allocated pro rata among Aggia’s designated assignees as set forth in the Settlement Agreement. The Settlement Agreement also terminates any related ancillary documents, including promissory notes issued thereunder (which will be deemed cancelled and satisfied in full upon issuance of the Settlement Shares), and eliminates any ongoing obligations under the Agreement Documents, such as services, compensation, board nomination rights, managing member representative roles, non-compete, confidentiality, or other covenants.

The Settlement Agreement includes mutual releases of all claims related to the Agreement Documents and prior transactions between the parties, as well as customary representations and warranties, confidentiality provisions, governing law (State of Texas), dispute resolution (exclusive jurisdiction in federal or state courts in Dallas County, Texas, with jury trial waiver), and other miscellaneous terms.

The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Settlement Shares is incorporated by reference into this Item 3.02.

The Settlement Shares were issued in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof. The Settlement Shares will bear restrictive legends as required under applicable securities laws and will be subject to resale restrictions under Rule 144 thereunder.

Item 9.01 Financial Statements and Exhibits

(d)Index of Exhibits

Exhibit No.						Description
10.1						Settlement Agreement and Mutual Release between Sadot Group Inc. and Aggia LLC FZ dated November 20, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Chagay Ravid
			Name:			Chagay Ravid
			Title:			Chief Executive Officer
Date: November 24, 2025

FAQ

What did Sadot Group Inc. (SDOT) announce in this 8-K?

Sadot Group Inc. entered into a Settlement Agreement and Mutual Release with Aggia LLC FZ, terminating their prior services agreement and settling all related claims and obligations.

How many Sadot Group (SDOT) shares are being issued to Aggia under the settlement?

Sadot Group agreed to issue 1,050,000 shares of common stock to Aggia and its designees, consisting of 257,000 initial shares and 793,000 subsequent shares that depend on shareholder approval.

Is there a cash component in Sadot Groups settlement with Aggia?

Yes. In addition to the stock issuance, Sadot Group will make a $75,000 cash payment to Aggia as part of the full and complete settlement of obligations under the prior agreements.

Why do some of the Sadot Group settlement shares require shareholder approval?

The 793,000 subsequent shares require shareholder approval to comply with Nasdaq Rule 5635(d). Sadot will seek approval at its next annual or special meeting, and will not issue these shares unless approval is obtained.

What happens if Sadot shareholders do not approve the additional settlement shares by March 31, 2026?

If approval is not obtained by March 31, 2026, Sadots obligation to issue the 793,000 subsequent shares is suspended until approval is later obtained at a future shareholder meeting.

How are the Sadot Group settlement shares being issued from a securities law standpoint?

The settlement shares are being issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, will bear restrictive legends, and are subject to resale restrictions under Rule 144.

What obligations are eliminated for Sadot Group under this settlement with Aggia?

The settlement terminates the prior services agreement and related ancillary documents, cancels promissory notes, and ends ongoing obligations such as services, compensation, board nomination rights, representative roles, non-compete, confidentiality, and other covenants, with mutual releases of related claims.