Sadot Group revises Anira deal with new Series B prefs

Sadot Group Inc. changed the structure of its Anira Consulting acquisition consideration.

(High)

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Sadot Group Inc. changed the structure of its Anira Consulting acquisition consideration. The company amended its share purchase agreement so that 1,000 shares of Series B Preferred Stock are non-convertible and a planned USD $5,000,000 convertible note is replaced with a non-convertible Promissory Note in the same amount.

The total purchase price remains $12,000,000. The Series B Preferred Stock is non-voting, has a liquidation preference equal to its stated value plus unpaid dividends, ranks alongside common stock for dividends, and can be redeemed at the company’s option. The Promissory Note is zero-interest, matures on June 2, 2028, and includes an early prepayment discount of 1% per full month remaining to maturity.

Sadot also filed an amended certificate of designation in Nevada establishing 1,000 Series B Preferred shares with a stated value of $6,595 per share, confirming they are non-convertible, non-voting, and redeemable at the company’s discretion, with liquidation rights ahead of common stock but junior to any senior preferred stock.

Insights

Sadot locks in fixed, non-convertible M&A consideration and a discounted zero-coupon note.

Sadot Group is keeping the Anira Consulting purchase price at $12,000,000 but eliminating conversion features. The 1,000 Series B Preferred shares are now strictly non-convertible and non-voting, while dividends and liquidation rights are clearly defined.

The $5,000,000 Promissory Note is zero-interest, with maturity on June 2, 2028. Early repayment is economically cheaper than par because the prepayment amount is reduced by 1% for each full month remaining, effectively building in a time-based discount for Sadot.

From a capital-structure perspective, this shifts the deal away from potential equity dilution and conversion overhang toward fixed obligations and a preferred layer that ranks ahead of common in liquidation. Actual financial impact will depend on future cash flows and any early redemption or prepayment decisions disclosed in subsequent company filings.

8-K Event Classification

3 items: 1.01, 5.03, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Acquisition purchase price: $12,000,000 Series B Preferred shares: 1,000 shares Series B stated value: $6,595 per share +3 more

6 metrics

Acquisition purchase price $12,000,000 Aggregate consideration for Anira Consulting FZC

Series B Preferred shares 1,000 shares Designated under amended certificate of designation

Series B stated value $6,595 per share Stated value for liquidation, redemption and preference

Promissory Note principal $5,000,000 Zero-interest note replacing prior convertible note

Note maturity date June 2, 2028 Final maturity of non-convertible Promissory Note

Prepayment discount rate 1% per month Discount percentage per full month remaining to maturity

Key Terms

Material Definitive Agreement, Series B Preferred Stock, Promissory Note, liquidation preference, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Series B Preferred Stock financial

"The Amended COD designates 1,000 shares of Series B Preferred Stock"

Series B preferred stock is a type of ownership share issued by a company that offers certain advantages over common stock, such as priority in receiving dividends or assets if the company is sold or liquidated. It is typically issued after an initial round of funding, making it a way for investors to support a company's growth while gaining some protections and benefits. This stock matters to investors because it often provides a more secure investment position with potential for future growth.

Promissory Note financial

"replaced in its entirety with a non-convertible Promissory Note in the same principal amount"

A promissory note is a written IOU in which one party promises to pay a specific sum, often with interest, to another party by a set date or on demand. Investors care because it functions like a loan: it creates a legal claim on future cash flows, carries credit and timing risk, and can affect valuation or liquidity—think of it as a formal, tradable promise to be repaid that can be assessed like any other debt investment.

liquidation preference financial

"has a liquidation preference equal to the stated value (plus any declared but unpaid dividends)"

A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.

par value financial

"Series B Preferred Stock, par value $0.0001 per share, with a stated value of $6,595 per share"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

Regulation D regulatory

"exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

FAQ

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

What did Sadot Group (SDOT) change in the Anira Consulting acquisition terms?

Sadot kept the total purchase price at $12,000,000 but amended the deal so all 1,000 Series B Preferred shares are non-convertible and the planned $5,000,000 convertible note is replaced by a non-convertible Promissory Note on the same principal amount.

What are the key features of Sadot Group’s Series B Preferred Stock?

Series B Preferred Stock is non-convertible and non-voting, with a stated value of $6,595 per share. It has a liquidation preference equal to the stated value plus unpaid dividends, ranks pari passu with common stock for dividends, and can be redeemed at the company’s option.

How is the new USD $5,000,000 Promissory Note structured for Sadot Group?

The Promissory Note has a principal of $5,000,000, carries zero interest, and matures on June 2, 2028. Sadot can prepay with at least five business days’ notice, paying principal reduced by a 1% discount for each full month remaining to maturity.

Did Sadot Group need stockholder approval for the Series B Preferred amendment?

No stockholder approval was required. The amended certificate of designation for Series B Preferred Stock was adopted by the board of directors under authority in the Articles of Incorporation, and it was filed in Nevada before any shares of the series were issued.

How does the Series B Preferred Stock rank relative to Sadot Group’s other securities?

In liquidation, Series B holders are paid stated value plus unpaid dividends before common stock, but remain subject to any senior preferred stock, including existing Series A. For dividends and distributions, Series B ranks pari passu with common stock under the amended designation.

Under what securities law exemptions were Sadot Group’s Anira deal securities issued?

The securities issued in connection with the amended Anira Consulting transaction are stated as exempt from registration under the Securities Act of 1933, as amended, relying on Section 4(a)(2) and/or Regulation D for private offerings.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 06/10/2026 - 05:00 PM EDT

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): June 8, 2026

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 300, 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 June 8, 2026, Sadot Group Inc. (the “Company”) entered into an Amendment to Share Purchase Agreement (the “SPA Amendment”) with Shrvan Kumar Yadav (the “Seller”), amending that certain Share Purchase Agreement dated June 2, 2026 (the “Original SPA”) pursuant to which the Company acquired all of the issued and outstanding shares of Anira Consulting FZC, a company incorporated in Sharjah, United Arab Emirates (the “Target” or “Anira”), on June 2, 2026.

The SPA Amendment provides that the 1,000 shares of Series B Preferred Stock to be issued as part of the consideration under the Original SPA shall be non-convertible (the “Series B Preferred Stock”) and that the previously contemplated Convertible Promissory Note in the principal amount of USD $5,000,000 shall be replaced in its entirety with a non-convertible Promissory Note in the same principal amount (the “Note”).

The aggregate purchase price for the acquisition remains USD $12,000,000, consisting of:

●

135,000 shares of the Company’s common stock, par value $0.0001 per share (valued at $3.00 per share, aggregate value USD $405,000);

●

1,000 shares of Series B Preferred Stock with a stated value of $6,595 per share (aggregate stated value USD $6,595,000); and

●

the Note in the principal amount of USD $5,000,000.

The Series B Preferred Stock is non-voting and has a liquidation preference equal to the stated value (plus any declared but unpaid dividends), pari passu treatment with common stock for dividends and distributions, and a right for the Company (at its sole option) to redeem all or any portion of the outstanding shares at the stated value (plus any accrued and unpaid dividends). The Series B Preferred Stock has no conversion rights into common stock or any other equity securities of the Company.

The Note is a zero-interest promissory note maturing on June 2, 2028. The Company may prepay all or any portion of the Note at any time prior to maturity upon at least five (5) Business Days’ prior written notice, with the prepayment amount equal to the principal being prepaid multiplied by (1 minus the Discount Percentage). The Discount Percentage equals the number of full calendar months remaining until maturity multiplied by 1% per month. The Note contains customary events of default and is governed by the laws of the State of Nevada.

The SPA Amendment and the issuance of the securities thereunder were approved by the Company’s Board of Directors on June 8, 2026. The transactions remain exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation D promulgated thereunder.

The foregoing descriptions of the SPA Amendment and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA Amendment (including the form of Note attached as an exhibit thereto), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The Original SPA was previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on or about June 3, 2026.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On or about June 8, 2026, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to Designation for its Series B Preferred Stock (the “Amended COD”), amending the prior designation of the series. The Amended COD was adopted by resolution of the Board of Directors pursuant to authority granted in the Company’s Articles of Incorporation (no stockholder approval was required for this amendment effected prior to issuance of any shares of the series).

The Amended COD designates 1,000 shares of Series B Preferred Stock, par value $0.0001 per share, with a stated value of $6,595 per share. The Series B Preferred Stock is non-convertible and non-voting. In the event of any liquidation, dissolution or winding up of the Company, holders of Series B Preferred Stock are entitled to receive, prior to any distribution to holders of common stock (but subject to any senior preferred stock, including the Company’s existing Series A Preferred Stock), an amount per share equal to the stated value (plus any declared but unpaid dividends). The Series B Preferred Stock ranks pari passu with the common stock with respect to dividends and distributions. The Company has the right, at its sole option and discretion, at any time and from time to time, to redeem all or any portion of the outstanding Series B Preferred Stock at a redemption price equal to the stated value per share (plus any declared but unpaid dividends). Fractional shares are rounded up to the next whole share. The Amended COD contains other customary provisions regarding record holders and related matters.

The foregoing description of the Amended COD is qualified in its entirety by reference to the full text of the Amended COD, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment to Designation of Series B Preferred Stock of Sadot Group Inc. (filed with the Nevada Secretary of State on or about June 8, 2026)
10.1	Amendment to Share Purchase Agreement dated June 8, 2026, by and between Sadot Group Inc. and Shrvan Kumar Yadav (including form of Promissory Note as Exhibit B-1 thereto)
10.2	Promissory Note payable to Shrvan Kumar Yadav in the principal amount of $5,000,000

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: June 10, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

Sadot Group revises Anira deal with new Series B prefs

Rhea-AI Filing Summary