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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): February
6, 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 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 February 6, 2026, Sadot Group Inc. (the “Company”)
entered into a Securities Purchase Agreement (the “SPA”) with certain accredited investors (the “Purchasers”),
pursuant to which the Company agreed to issue and sell, and the Purchasers agreed to purchase, 8% Unsecured Original Issue Discount Debentures
(the “Debentures”) in the aggregate principal amount of up to $1,086,956.52 (with a funded amount of $1,000,000 after giving
effect to an 8% original issue discount). The Debentures were issued in a private placement exempt from registration under Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder.
The financing closed on February 9, 2026.
The Debentures mature on the earlier of (i) May 30,
2026, (ii) four months from the original issue date (May 30, 2026), or (iii) the closing of any debt or equity financing by the Company
resulting in gross proceeds of at least $5,000,000. The Debentures do not bear regular interest but are issued at an 8% original issue
discount. The Company has the option to prepay the Debentures at any time at the principal amount. As additional consideration, the Company
issued an aggregate of 300,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
to the Purchasers on a pro rata basis (the “Incentive Shares”).
The SPA contains customary representations, warranties,
covenants, and closing conditions. The Debentures contain negative covenants restricting the Company from incurring additional indebtedness
(subject to permitted exceptions), creating liens, amending charter documents in a materially adverse manner, repurchasing equity or other
indebtedness (with limited exceptions), paying dividends, or entering into affiliate transactions without Required Holders’ (holders
of at least 50% plus $1.00 of the principal amount) consent. Events of default include non-payment, breaches of covenants, bankruptcy
events, cross-defaults on material indebtedness, and other customary events.
On January 29, 2026, the Company entered into an Engagement
Agreement for Advisory Services (the “Engagement Agreement”) with RBW Capital Partners LLC and Dawson James Securities, Inc.
(collectively, the “Financial Advisor”), pursuant to which the Financial Advisor provided advisory services in connection
with the private debt transaction. The Company paid a one-time advisory fee of $10,000 at closing. The Engagement Agreement includes provisions
for an exclusive placement agent engagement for four months post-closing, indemnification, and other standard terms.
The foregoing descriptions of the SPA, the Debentures,
and the Engagement Agreement are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits
10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and 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 herein.
On February 9, 2026, the Company issued the Incentive
Shares consisting of 300,000 shares of Common Stock to the Purchasers as additional consideration for the Debentures. The Incentive Shares
were issued in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated
thereunder. The Incentive Shares are restricted securities and bear a restrictive legend. The Purchasers represented that they are accredited
investors and acquired the securities for investment purposes only and not with a view to distribution.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
Description |
| 10.1 |
Form
of Securities Purchase Agreement, dated February 6, 2026, by and among the Company and the Purchasers |
| 10.2 |
Form
of 8% Unsecured OID Debenture |
| 10.3 |
Engagement
Agreement for Advisory Services, dated January 29, 2026, by and between the Company and the Financial Advisor |
| 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: February 9, 2026 |
|
|
