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Sadot Group (NASDAQ: SDOT) converts Cedar and Agile debt into 90,000 shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sadot Group Inc. entered into two debt settlement and share issuance agreements on July 7, 2026, converting outstanding debt to equity with no cash paid. The company settled a US$1,876,500 principal obligation to Cedar Advance LLC and a US$1,482,912.50 principal obligation to Agile Capital Funding, LLC and Agile Lending LLC.

In exchange, Sadot issued 45,000 common shares to Cedar and 45,000 common shares to Agile, for a total of 90,000 shares. Each 45,000-share block represents about 4.5% of common stock outstanding immediately after the issuances, or roughly 9% in total. The issuances relied on Securities Act exemptions and were made to existing security holders in private transactions.

Positive

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Negative

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Insights

Sadot converts short-term debt into equity, reducing leverage but diluting shareholders by about 9%.

Sadot Group Inc. has exchanged significant outstanding obligations to Cedar and Agile entirely for common stock. This removes cash repayment pressure and may ease near-term liquidity strain, since no cash consideration was paid and the creditors release related claims.

The trade-off is equity dilution: 90,000 new shares were issued, with each creditor receiving a stake equal to about 4.5% of common stock outstanding immediately post-transaction. Existing holders now own a smaller percentage of the company, even though the balance sheet carries less debt.

The company relied on private offering exemptions under Section 3(a)(9) and/or Section 4(a)(2), with the settlement shares unregistered and subject to resale conditions, including potential reliance on Rule 144. Future disclosures may clarify how these new large holders manage their positions and how legend removal and Nasdaq compliance progress.

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 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Cedar principal settled US$1,876,500.00 Aggregate principal amount of Cedar Settled Debt
Agile principal settled US$1,482,912.50 Aggregate principal amount of Agile Settled Debt
Shares issued to Cedar 45,000 shares Cedar Settlement Shares on July 7, 2026
Shares issued to Agile 45,000 shares Agile Settlement Shares on July 7, 2026
Total settlement shares 90,000 shares Aggregate Settlement Shares issued to creditors
Dilution per creditor 4.5% of common stock Each 45,000-share block post-issuance
Total dilution 9% of common stock Combined 90,000 shares outstanding immediately after issuance
Debt Settlement and Share Issuance Agreement financial
"entered into two separate Debt Settlement and Share Issuance Agreements"
Section 3(a)(9) regulatory
"reliance upon the exemptions from the registration requirements of the Securities Act provided by Section 3(a)(9)"
Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.
Section 4(a)(2) regulatory
"and/or Section 4(a)(2) thereof"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
accredited investor financial
"each Creditor represented that it was an “accredited investor” as defined in Rule 501(a) of Regulation D"
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
Rule 144 regulatory
"anticipated eligibility of the Settlement Shares for resale under Rule 144"
Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.
Nasdaq Listing Rules regulatory
"the Company’s compliance with applicable Nasdaq Listing Rules"
Nasdaq listing rules are the rulebook a company must follow to have its shares traded on the Nasdaq stock exchange, covering entry requirements and ongoing standards for finances, corporate governance, public disclosure and reporting. For investors they matter because the rules create baseline checks — like a driver’s license and regular inspections for a car — that promote transparency, comparability and reduce the risk of fraud or sudden delisting.
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FAQ

What debt did Sadot Group Inc. (SDOT) settle in this 8-K?
Sadot Group settled outstanding obligations to Cedar Advance LLC with principal of US$1,876,500.00 and to Agile Capital Funding, LLC and Agile Lending LLC with principal of US$1,482,912.50, plus accrued interest, fees, and charges, fully extinguishing these debts through equity issuance.

How many new Sadot Group (SDOT) shares were issued to settle the debt?
Sadot Group issued an aggregate of 90,000 common shares, consisting of 45,000 shares to Cedar and 45,000 shares to Agile. These shares were delivered as full consideration for canceling the specified indebtedness, with no cash changing hands in the transaction.

How much dilution do the Sadot Group (SDOT) settlement shares represent?
Each block of 45,000 settlement shares issued to Cedar and Agile represents approximately 4.5% of Sadot’s common stock outstanding immediately after issuance. Together, the 90,000 shares represent about 9% of the post-transaction outstanding common stock base.

Did Sadot Group (SDOT) receive any cash from the debt-for-equity exchange?
Sadot Group did not receive any cash in this transaction. The sole consideration for issuing the 90,000 settlement shares was the settlement, extinguishment, cancellation, and discharge of the outstanding debts owed to Cedar and Agile, improving leverage but increasing share count.

Under what securities law exemptions were Sadot Group (SDOT) settlement shares issued?
The settlement shares were issued in reliance on Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act. Sadot notes the shares were exchanged with existing security holders, involved no commissions, were acquired by accredited investors, and were completed without general solicitation or advertising.

Are Sadot Group (SDOT) settlement shares freely tradable after issuance?
The settlement shares are unregistered and cannot be offered or sold in the United States without registration or an applicable exemption. Sadot references possible future Rule 144 resales, legend removal conditions, and compliance with Nasdaq Listing Rules as key factors for eventual tradability.
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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): July 7, 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, including 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 (see General Instruction 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(s) Name of each exchange on which registered
Common Stock, $0.0001 par value SDOT The 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 (§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 July 7, 2026, Sadot Group Inc. (the “Company”) entered into two separate Debt Settlement and Share Issuance Agreements (each, a “Settlement Agreement” and, together, the “Settlement Agreements”), in each case pursuant to which the Company agreed to settle, extinguish, cancel, and discharge outstanding indebtedness of the Company owed to the applicable creditor, solely in exchange for the issuance by the Company of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). No cash consideration is payable by the Company in connection with the settlement of the Settled Debt (as defined below).

 

The first Settlement Agreement was entered into with Cedar Advance LLC (“Cedar”) and settles outstanding indebtedness of the Company owed to Cedar in the aggregate principal amount of US$1,876,500.00, together with accrued and unpaid interest, fees, and charges thereon (the “Cedar Settled Debt”), representing the outstanding balance owed by the Company to Cedar under that certain Standard Merchant Cash Advance Agreement, dated as of April 23, 2025, between Cedar and the Company. In full settlement of the Cedar Settled Debt, the Company issued 45,000 shares of Common Stock to Cedar at the closing of such Settlement Agreement (the “Cedar Settlement Shares”).

 

The second Settlement Agreement was entered into with Agile Capital Funding, LLC and Agile Lending LLC (collectively, “Agile”, and together with Cedar, the “Creditors”) and settles outstanding indebtedness of the Company owed to Agile in the aggregate principal amount of US$1,482,912.50, together with accrued and unpaid interest, fees, and charges thereon (the “Agile Settled Debt” and, together with the Cedar Settled Debt, the “Settled Debt”). In full settlement of the Agile Settled Debt, the Company issued 45,000 shares of Common Stock to Agile at the closing of such Settlement Agreement (the “Agile Settlement Shares” and, together with the Cedar Settlement Shares, the “Settlement Shares”).

 

Upon receipt of its Settlement Shares, each Creditor will release the Company and its affiliates from all claims relating to the applicable Settled Debt. Each Settlement Agreement contains customary representations, warranties, covenants, and other provisions, and is governed by the laws of the State of Nevada.

 

The foregoing descriptions of the Settlement Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of the Settlement Agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are 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 is incorporated by reference into this Item 3.02.

 

On July 7, 2026, in accordance with the Settlement Agreements, the Company issued an aggregate of 90,000 Settlement Shares to the Creditors, consisting of 45,000 Cedar Settlement Shares issued to Cedar and 45,000 Agile Settlement Shares issued to Agile, in each case in full and final settlement, extinguishment, cancellation, and discharge of the applicable Settled Debt. The Cedar Settlement Shares and the Agile Settlement Shares each represent approximately 4.5%, and together represent approximately 9%, of the shares of Common Stock outstanding immediately following the issuances. The sole consideration for the issuance of the Settlement Shares was the settlement and extinguishment of the Settled Debt; no cash consideration was received by the Company.

 

The issuance of the Settlement Shares was made in reliance upon the exemptions from the registration requirements of the Securities Act provided by Section 3(a)(9) and/or Section 4(a)(2) thereof. The Company relied on these exemptions on the basis that, among other things, the Settlement Shares were issued by the Company exclusively to existing security holders of the Company in exchange for outstanding obligations of the Company, no commission or other remuneration was paid or given, directly or indirectly, for soliciting the exchanges, the exchanges were made in good faith and not as part of any plan or scheme to evade the registration requirements of the Securities Act, each Creditor represented that it was an “accredited investor” as defined in Rule 501(a) of Regulation D and was acquiring its Settlement Shares for its own account, and the issuance did not involve any general solicitation or general advertising. The Settlement Shares have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

 

 

 

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

 

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 and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the anticipated eligibility of the Settlement Shares for resale under Rule 144, the delivery of legal opinions in connection therewith, the removal of any restrictive legends from the Settlement Shares, and the Company’s compliance with applicable Nasdaq Listing Rules. These statements are based on the Company’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the continued availability of the exemptions from registration relied upon and of Rule 144, the satisfaction of the conditions to legend removal, and other risks described in the Company’s filings with the Securities and Exchange Commission. Except as required by law, the Company undertakes no obligation to update any forward-looking statement.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No. Description
10.1 Debt Settlement and Share Issuance Agreement, dated as of July 7, 2026, by and between Sadot Group Inc. and Cedar Advance LLC.
10.2 Debt Settlement and Share Issuance Agreement, dated as of July 7, 2026, by and between Sadot Group Inc. and Agile Capital Funding, LLC and Agile Lending LLC.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

  

 

 

SIGNATURE

 

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: July 8, 2026

 

 

Source: View Original Filing on SEC EDGAR

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