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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
10, 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)
(832) 604-9568
(Registrant’s telephone number, including area
code)
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.
Item 5.02 Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Annual Meeting
At the 2026 Annual Meeting of Stockholders of Sadot
Group Inc. (the “Company”) held on September 10, 2026 (the “Annual Meeting”), the Company’s stockholders
approved the Sadot Group Inc. 2026 Stock Incentive Plan (the “2026 Plan”). The Company’s Board of Directors (the “Board”)
approved the 2026 Plan on July 28, 2026, subject to stockholder approval, and the 2026 Plan became effective upon stockholder approval
on September 10, 2026.
A total of 3,000,000 shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), are reserved for issuance under the 2026 Plan, subject to
equitable adjustment in the event of stock splits (including any reverse stock split), stock dividends, recapitalizations and similar
events. Directors, officers (including the Company’s named executive officers), managers, employees, consultants and advisors of
the Company and its subsidiaries are eligible to receive awards under the 2026 Plan, which provides for the grant of stock options (including
incentive stock options and non-qualified stock options), stock appreciation rights, restricted stock, restricted stock units, performance
awards and other stock-based awards. Following the adoption of the 2026 Plan, the Company will no longer grant awards under its existing
equity incentive plans, and awards outstanding under those plans will remain outstanding in accordance with their terms.
A more detailed description of the material terms
of the 2026 Plan is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting filed with the
Securities and Exchange Commission (the “SEC”) on August 14, 2026 (the “Proxy Statement”), under the caption “Proposal
No. 3 — Approval of the 2026 Stock Incentive Plan,” which description is incorporated herein by reference. The foregoing description
and the description in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full
text of the 2026 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Company held the Annual Meeting on September 10,
2026, virtually via live webcast. At the close of business on August 7, 2026, the record date for the Annual Meeting (the “Record
Date”), there were 1,320,015 shares of Common Stock issued and outstanding, each entitled to one vote, and 10,000 shares of the
Company’s Series A Preferred Stock issued and outstanding, entitled to 5.1596 votes per share, or an aggregate of 51,596 votes,
and voting together with the Common Stock as a single class, for a total of 1,371,611 votes entitled to be cast at the Annual Meeting.
Holders of shares representing 903,408 votes, or approximately 65.86% of the votes entitled to be cast at the Annual Meeting, were present
virtually or represented by proxy, constituting a quorum.
The proposals voted upon at the Annual Meeting are
described in detail in the Proxy Statement. The final voting results for each proposal, as certified by the inspector of election, are
set forth below.
Proposal No. 1 — Election of Directors.
The stockholders elected each of the five director
nominees named in the Proxy Statement to serve until the Company’s 2027 annual meeting of stockholders and until his or her successor
is duly elected and qualified, by the following votes:
| Nominee | |
For | |
Withheld | |
Broker Non-Votes |
| Chagay Ravid | |
| 591,057 | | |
| 6,639 | | |
| 305,712 | |
| Sean Schnapp | |
| 591,055 | | |
| 6,641 | | |
| 305,712 | |
| Alexander David | |
| 591,236 | | |
| 6,460 | | |
| 305,712 | |
| Liat Franco | |
| 590,921 | | |
| 6,775 | | |
| 305,712 | |
| Yuriy Shirinyan | |
| 589,915 | | |
| 7,781 | | |
| 305,712 | |
Proposal No. 2 — Ratification of Appointment
of Independent Registered Public Accounting Firm.
The stockholders did not ratify the appointment of
Kreit & Chiu CPA LLP (“Kreit”) as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2026, by the following votes:
| | |
For | |
Against | |
Abstain | |
Broker Non-Votes |
| Votes | | |
| 408,338 | | |
| 494,840 | | |
| 230 | | |
| 0 | |
As disclosed in the Proxy Statement, stockholder ratification
of the appointment of the Company’s independent registered public accounting firm is not required, and the Company is not required
to take any action as a result of the outcome of the vote on this proposal. The Audit Committee of the Board will consider the results
of the vote. [Kreit continues to serve as the Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2026.]
Proposal No. 3 — Approval of the 2026 Stock
Incentive Plan.
The stockholders approved the Sadot Group Inc. 2026
Stock Incentive Plan, pursuant to which 3,000,000 shares of Common Stock are reserved for issuance thereunder, by the following votes:
| | |
For | |
Against | |
Abstain | |
Broker Non-Votes |
| Votes | | |
| 580,171 | | |
| 17,353 | | |
| 172 | | |
| 305,712 | |
Proposal No. 4 — Note Nasdaq Issuance Proposal.
The stockholders approved, for purposes of complying
with Nasdaq Listing Rules 5635(b) and 5635(d), the potential issuance of shares of Common Stock issuable upon conversion of, or otherwise
pursuant to the terms of, the senior secured convertible promissory notes issued and issuable pursuant to the Securities Purchase Agreement,
dated as of July 16, 2026, by and among the Company and the investor named therein, in excess of 19.99% of the shares of Common Stock
issued and outstanding on the date of such agreement and at a price that may be less than the “Minimum Price” as defined in
Nasdaq Listing Rule 5635(d), by the following votes:
| | |
For | |
Against | |
Abstain | |
Broker Non-Votes |
| Votes | | |
| 581,165 | | |
| 16,349 | | |
| 182 | | |
| 305,712 | |
Proposal No. 5 — Approval of the Reverse
Stock Split Authority.
The stockholders approved authority for the Board,
in its sole discretion, to effect one or more reverse stock splits of the Company’s issued and outstanding Common Stock at a ratio
within the range of 5-for-1 up to 250-for-1, at such time or times as the Board may determine on or prior to December 31, 2027, through
one or more amendments to the Articles of Incorporation, by the following votes:
| | |
For | |
Against | |
Abstain | |
Broker Non-Votes |
| Votes | | |
| 779,034 | | |
| 124,094 | | |
| 280 | | |
| 0 | |
The votes cast “For” this proposal represented
approximately 56.80% of the voting power of the Company’s capital stock issued and outstanding and entitled to vote as of the Record
Date. As of the date of this Current Report on Form 8-K, the Board has not determined to effect a reverse stock split pursuant to this
authority.
Proposal No. 6 — Approval of Amendment to
the Articles of Incorporation to Increase the Authorized Shares of Common Stock.
The stockholders approved an amendment to the Articles
of Incorporation to increase the number of authorized shares of Common Stock from 12,500,000 to 1,000,000,000, by the following votes:
| | |
For | |
Against | |
Abstain | |
Broker Non-Votes |
| Votes | | |
| 779,252 | | |
| 123,337 | | |
| 819 | | |
| 0 | |
The votes cast “For” this proposal represented
approximately 56.81% of the voting power of the Company’s capital stock issued and outstanding and entitled to vote as of the Record
Date. See Item 5.03 above.
Proposal No. 7 — EPFA Nasdaq Issuance Proposal.
The stockholders approved, for purposes of complying
with Nasdaq Listing Rules 5635(b) and 5635(d), the potential issuance of shares of Common Stock issuable pursuant to the Equity Purchase
Facility Agreement, dated as of July 16, 2026, by and between the Company and the investor named therein, in excess of 19.99% of the shares
of Common Stock issued and outstanding on the date of such agreement and at a price that may be less than the “Minimum Price”
as defined in Nasdaq Listing Rule 5635(d), by the following votes:
| | |
For | |
Against | |
Abstain | |
Broker Non-Votes |
| Votes | | |
| 580,106 | | |
| 17,366 | | |
| 224 | | |
| 305,712 | |
Proposal No. 8 — Anira Note Conversion Proposal.
The stockholders approved, for purposes of complying
with Nasdaq Listing Rules 5635(a), 5635(b) and 5635(d), the issuance of shares of Common Stock upon conversion of up to $5,000,000 in
aggregate principal amount of the promissory note issued by the Company on June 2, 2026 to Shrvan Kumar Yadav as partial consideration
for the Company’s acquisition of Anira Consulting FZC, subject to and conditioned upon the Company and the holder of such note entering
into a definitive agreement providing for a conversion price per share of not less than 75% of the market price of the Common Stock, as
described in the Proxy Statement, by the following votes:
| | |
For | |
Against | |
Abstain | |
Broker Non-Votes |
| Votes | | |
| 587,619 | | |
| 9,777 | | |
| 300 | | |
| 305,712 | |
Proposal No. 9 — Adjournment Proposal.
The stockholders approved one or more adjournments
of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the
Annual Meeting to approve Proposal Nos. 4, 5, 6, 7 or 8, by the following votes:
| | |
For | |
Against | |
Abstain | |
Broker Non-Votes |
| Votes | | |
| 786,443 | | |
| 115,871 | | |
| 1,094 | | |
| 0 | |
Because Proposal Nos. 4 through 8 each received the
vote required for approval, adjournment of the Annual Meeting was not necessary.
Authorized Share Increase
As described above, at the Annual Meeting the Company’s
stockholders approved an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”),
to increase the number of authorized shares of Common Stock from 12,500,000 shares to 1,000,000,000 shares (the “Authorized Share
Increase”). On September 14, 2026, the Company filed a Certificate of Amendment to the Articles of Incorporation (the “Certificate
of Amendment”) with the Secretary of State of the State of Nevada to effect the Authorized Share Increase. The Certificate of Amendment
became effective upon filing.
The Certificate of Amendment amends and restates Article
3 of the Articles of Incorporation in its entirety. As a result of the Certificate of Amendment, the Company is authorized to issue 1,010,000,000
shares of capital stock, consisting of 1,000,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.0001
per share (the “Preferred Stock”). Immediately prior to the effectiveness of the Certificate of Amendment, the Company was
authorized to issue 22,500,000 shares of capital stock, consisting of 12,500,000 shares of Common Stock and 10,000,000 shares of Preferred
Stock. The Certificate of Amendment does not change the number of authorized shares of Preferred Stock or the par value of the Common
Stock or the Preferred Stock. Article 3, as amended and restated, continues to vest in the Board the authority, without stockholder action
and pursuant to Sections 78.195 and 78.1955 of the Nevada Revised Statutes, to create one or more series of Preferred Stock and to fix
the number of shares and the designations, preferences, limitations and relative rights of each such series, and the Certificate of Amendment
does not affect any certificate of designation previously filed with respect to any series of Preferred Stock.
The additional shares of Common Stock authorized by
the Certificate of Amendment have the same rights and privileges as the shares of Common Stock currently outstanding. The Authorized Share
Increase does not, by itself, change the number of shares of Common Stock outstanding or the rights of the holders of the Common Stock.
The foregoing description of the Certificate of Amendment
does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy
of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Letter Agreement
As previously reported on July 17, 2026, Sadot Group
Inc. (the “Company”) entered into a Securities Purchase Agreement, dated as of July 16, 2026 (the “Securities Purchase
Agreement”), with a certain institutional investor (the “Holder”), pursuant to which the Company agreed to issue and
sell to the Holder, in multiple closings, senior secured convertible promissory notes of the Company in the aggregate original principal
amount of up to $100,000,000 (the “Notes”). On July 16, 2026, the Company issued to the Holder a Note in the aggregate original
principal amount of $4,000,000 (the “Initial Note”). The Notes are convertible at the option of the Holder, from time to time
at any time after issuance, into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
at the applicable Conversion Price (as defined in the Notes).
On September 14, 2026, the Company and the Holder
entered into a side letter (the “Side Letter”) pursuant to which, among other things, the definition of “Floor Price”
in the Initial Note and in all other Notes issued pursuant to the Securities Purchase Agreement was amended and restated and the concept
of “Adjusted Floor Price” was removed entirely. Except as set forth in the Side Letter, the terms, conditions and provisions
of the Transaction Documents (as defined in the Securities Purchase Agreement) remain unmodified and in full force and effect.
The foregoing description of the Side Letter does
not purport to be complete and is qualified in its entirety by reference to the full text of the Side Letter, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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, including statements regarding the Notes, the Securities Purchase Agreement and the Side Letter. These statements
are based on the Company’s current expectations and are subject to risks and uncertainties, including the risk that the Holder may
convert the Notes into shares of Common Stock at prices that result in substantial dilution to existing stockholders, and the other risks
described in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and subsequent
Quarterly Reports on Form 10-Q. Forward-looking statements speak only as of the date hereof, and the Company undertakes no obligation
to update any forward-looking statement, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 3.1 |
Certificate of Amendment to the Articles of Incorporation of Sadot Group Inc., filed with the Secretary of State of the State of Nevada on September 14, 2026 (filed herewith). |
| 10.1 |
Form of Side Letter, dated as of September 14, 2026, by and between Sadot Group Inc. and the Holder. |
| 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. |
| |
By: |
/s/ Chagay Ravid |
| |
Name: |
Chagay Ravid |
| |
Title: |
Chief Executive Officer |
Date: September 15, 2026
7
