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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): September
30, 2026
Sadot Group Inc.
(Exact Name of Registrant as Specified in its Charter)
| Nevada |
001-39223 |
47-2555533 |
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
|
295 E. Renfro Street, Suite 300
Burleson, Texas |
76028 |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area
code: (832) 604-9568
Not
Applicable
(Former
name or former address, if changed since last report)
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 per share |
SDOT |
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company 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.
Joint Venture and Operating Agreement. On September
30, 2026, Sadot Group Inc. (the “Company”) entered into a Joint Venture and Operating Agreement (the “JV Agreement”)
with VisionWave Holdings, Inc., a Delaware corporation whose common stock is listed on The Nasdaq Stock Market LLC under the symbol “VWAV”
(“VisionWave”), and CMJV LLC, a newly formed Nevada limited liability company (“CMJV”), pursuant to which the
Company and VisionWave established CMJV as a 50/50 joint venture relating to C.M. Composite Materials Ltd., an Israeli advanced-composites
manufacturer serving aerospace, defense and industrial customers (“CM”). The transactions contemplated by the JV Agreement
closed simultaneously with its execution on September 30, 2026 (the “Closing”). The JV Agreement also serves as the operating
agreement of CMJV.
VisionWave is party to an Investment and Share Purchase
Agreement dated as of February 20, 2026, as amended and supplemented (the “Share Purchase Agreement”), under which VisionWave
agreed to acquire 51% of the share capital of CM, subject to a condition requiring CM and its subsidiary to enter into definitive joint
venture agreements with Belrise Industries Limited (the “Belrise Condition”), and holds a call option on the remaining 49%.
The Belrise Condition has not been satisfied or waived, and the long-stop and outside closing dates under the Share Purchase Agreement
have been extended to December 31, 2026. VisionWave is also a secured lender to CM under a Loan Agreement dated as of February 20, 2026
(the “Loan Agreement”), and VisionWave and its Israeli subsidiary had advanced approximately $7.81 million to or for the benefit
of CM as of September 30, 2026. Neither the Company nor VisionWave currently owns any equity interest in CM.
At the Closing, VisionWave and its Israeli subsidiary
contributed to CMJV all of their rights under the Share Purchase Agreement (including the right to acquire the 51% interest in CM and
the call option), the Loan Agreement, the related promissory notes and security documents, and the approximately $7.81 million of outstanding
advances to CM, in exchange for 7,814,323 units of membership interest in CMJV. The Company committed to contribute $7,814,323 in cash
to CMJV, an amount equal to VisionWave’s advances to CM (the “Capital Commitment”), in exchange for an equal number
of units. Immediately following the Closing, the Company and VisionWave each hold 50% of the outstanding units of CMJV. As consideration
for VisionWave’s admission of the Company to the CM opportunity as an equal partner, the Company issued to VisionWave at the Closing
250,000 shares of the Company’s common stock, $0.0001 par value per share (the “Entry Premium Shares”), as described
in Item 3.02 below. The Entry Premium Shares are separate from and do not reduce the Capital Commitment, and are not consideration for
any interest in CM.
The Company is required to fund the Capital Commitment
in tranches during the twelve months following the Closing, not at the Closing, against draw requests submitted by CM under a budget approved
by both members, subject to minimum cumulative funding of $3.0 million by December 30, 2026, $6.0 million by March 30, 2027, $7.0 million
by June 30, 2027 and the full Capital Commitment by September 30, 2027. The Company may pre-fund into a segregated CMJV account at any
time and is not required to fund in excess of the Capital Commitment unless it elects, after approval by its board of directors, to match
additional qualifying advances by VisionWave. Each amount funded by the Company is lent by CMJV to CM as a secured advance under the Loan
Agreement, which was assigned to CMJV at the Closing and amended, with the consent of CM and its sole shareholder, to increase the lending
commitment to $16,628,646, so that the Company’s funding is secured by the same first-priority security interest in substantially
all of CM’s assets as VisionWave’s existing advances, with CMJV as the sole lender of record. Advances under the Loan Agreement
bear interest at 12% per annum and mature in February 2029.
If the Company has not funded the Capital Commitment
in full by September 30, 2027, the unfunded portion will be extinguished and the Company’s units in CMJV will be automatically cancelled
dollar-for-dollar, so that the Company’s ownership of CMJV will be reduced pro rata to the amount actually funded (the “True-Up”).
The True-Up also applies if the acquisition of CM fails to close by the outside closing date under the Share Purchase Agreement, unless
the Company elects to fund the balance within thirty days. Prior to the True-Up, VisionWave may enforce the Capital Commitment by specific
performance, overdue amounts bear interest at 12% per annum, VisionWave may fund any shortfall for additional units at a 10% discount,
and the Company’s governance rights under the JV Agreement are suspended during any funding default. Until the Company has funded
the Capital Commitment in full, distributions by CMJV are made in proportion to cash actually contributed rather than units, after payment
to VisionWave of a priority return equal to the interest accrued on its advances to CM through the Closing. If, after a failed acquisition,
VisionWave or CMJV acquires an equity interest in CM by other means within twelve months, the Company has the right to reinstate its Capital
Commitment and recover any cancelled units.
CMJV is managed by a board of four managers, two designated
by the Company (initially Michael D. Murray and Haggai Ravid) and two designated by VisionWave. Specified matters, including any amendment
or waiver under the Share Purchase Agreement, any waiver or modification of the Belrise Condition, any enforcement, conversion or compromise
of the loans to CM, any exercise of the call option, any transfer of CM equity, additional capital contributions, related-party transactions,
distributions and dissolution, require the approval of both members. VisionWave administers the loans to CM and the acquisition process
on behalf of CMJV at cost. Units of CMJV are subject to transfer restrictions, including a lock-up until the later of September 30, 2028
and the date on which the Company has funded the Capital Commitment in full, and thereafter to rights of first refusal and tag-along rights.
If the acquisition of CM closes, CMJV will hold the 51% interest in CM, and the Company and VisionWave will each hold, indirectly, a 25.5%
economic interest in CM for so long as they remain equal members. VisionWave alone remains responsible for the share consideration payable
to CM’s shareholder under the Share Purchase Agreement. The JV Agreement contains customary representations, warranties, covenants
and indemnification provisions, and provides that 50% of the Entry Premium Shares are returnable to the Company if the acquisition of
CM fails to close as a result of VisionWave’s willful breach of specified covenants, its failure to deliver the share consideration
to CM’s shareholder, or a fundamental failure of its title to the rights it contributed.
Haggai Ravid, Executive Director and a member of the
Company’s board of directors, is also a member of the board of directors of VisionWave and has been designated by the Company as
one of its managers of CMJV. The JV Agreement and the related transactions were approved by the Company’s board of directors, with
the directors other than Mr. Ravid approving the transactions following disclosure of Mr. Ravid’s relationship with VisionWave.
The foregoing description of the JV Agreement does
not purport to be complete and is qualified in its entirety by reference to the full text of the JV 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. The representations, warranties and covenants
contained in the JV Agreement were made solely for purposes of that agreement and as of specific dates, were solely for the benefit of
the parties thereto, may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality
that differ from those applicable to investors. Investors should not rely on those representations, warranties and covenants as characterizations
of the actual state of facts or condition of the Company, VisionWave, CMJV or CM.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current
Report on Form 8-K is incorporated herein by reference. On September 30, 2026, the Company issued 250,000 shares of its common stock to
VisionWave as the Entry Premium Shares in consideration of the Company’s admission as a 50% member of CMJV as described in Item
1.01. The Entry Premium Shares represented approximately 17.2% of the shares of the Company’s common stock outstanding immediately
prior to the issuance, based on 1,457,589 shares outstanding as of September 29, 2026. The Entry Premium Shares were issued in a private
placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and Rule 506(b) of Regulation D thereunder, to a single accredited investor that represented that it was acquiring the shares
for investment and not with a view to distribution, without general solicitation or advertising. The Entry Premium Shares are restricted
securities and bear a restrictive legend. The Company has agreed to maintain its reporting under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), so that Rule 144 under the Securities Act will be available for resales by VisionWave. No
underwriting discounts or commissions were paid in connection with the issuance.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding
the Company’s expected funding of CMJV, the satisfaction of the Belrise Condition, the consummation of the acquisition of CM, the
expected benefits of the joint venture, and the Company’s future indirect economic interest in CM. Forward-looking statements can
be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,”
“will,” “may,” “would” and similar expressions. These statements are based on current expectations
and are subject to risks and uncertainties that could cause actual results to differ materially, including the Company’s ability
to fund the Capital Commitment from cash on hand or financing on acceptable terms, and the reduction of the Company’s interest in
CMJV if it does not; the risk that the Belrise Condition is not satisfied or waived and the acquisition of CM does not close by December
31, 2026 or at all; CM’s financial condition, including its obligations under a settlement agreement with a creditor and the insolvency
proceedings affecting CM’s subsidiary; the ability of CMJV to collect its loans to CM and to enforce its security interests in Israel;
the dilutive effect of the Entry Premium Shares; the Company’s ability to work effectively with VisionWave as a 50/50 partner and
to resolve any deadlock; the accounting treatment of the Company’s investment in CMJV; and the other risks described in the Company’s
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. The Company does not
currently own, and may never own, any equity interest in CM. Forward-looking statements speak only as of the date hereof, and the Company
undertakes no obligation to update them except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 10.1 |
Joint Venture and Operating Agreement, dated as of September 30, 2026, by and among VisionWave Holdings, Inc., Sadot Group Inc. and CMJV LLC. |
| 10.2 |
Acknowledgment, Consent and Loan Agreement Amendment, dated as of September 30, 2026, by C.M. Composite Materials Ltd. and Matania (Mati) Moskovich in favor of VisionWave Holdings, Inc., CMJV LLC and Sadot Group Inc. |
| 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: October 1,
2026 |
|
| |
|
| |
By: /s/ Michael
D. Murray |
| |
Name: Michael D.
Murray |
| |
Title: Chief Executive
Officer and Chief Financial Officer |
