STOCK TITAN

Sadot Group (NASDAQ: SDOT) to pay $350K, end $10M Helena facility

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Sadot Group Inc. entered into a Settlement Agreement with Helena Global Investment Opportunities I Ltd. to resolve disputes under prior financing agreements and related litigation in federal court in New York. Sadot agreed to make a $350,000 cash payment to Helena by 5:00 p.m. Eastern Time on July 17, 2026.

Upon Helena’s actual and timely receipt of this payment, Helena must dismiss its lawsuit with prejudice, and all obligations under the Helena agreements, including an equity line of credit facility of up to $10,000,000, will terminate as of the settlement date. The parties will provide mutual releases, subject to certain preserved claims, and Sadot will provide specified indemnification. If the payment is not made in full on time, Helena’s release will not become effective and its claims and remedies under the prior agreements will remain available.

Positive

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Filing Explained

The July 15 settlement disclosure adds that terminating the Helena agreements carries no early-termination penalty beyond the $350,000 cash payment and the company’s other settlement obligations.

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 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Cash Payment to Helena $350,000 Cash payment Sadot Group agreed to wire to Helena by July 17, 2026
Equity Line Facility $10,000,000 Maximum amount under the Helena equity line of credit facility to be terminated
Payment Deadline Time 5:00 p.m. Eastern Time Deadline on July 17, 2026 for Helena to receive the $350,000 cash payment
Case Number 1:26-cv-05818 Federal lawsuit Helena filed against Sadot Group in the Southern District of New York
equity line of credit facility financial
"providing for an equity line of credit facility pursuant to which the Company obtained the right"
An equity line of credit facility is a financing agreement that lets a company raise cash on demand by issuing new shares to a lender or investor as draws are made, similar to a credit card that’s paid by giving up a small portion of ownership instead of cash. It matters to investors because it provides flexible cash when needed but increases the number of shares outstanding, which can dilute existing ownership and affect the stock price.
liquidated damages financial
"alleged that certain events of default, breaches and claims for liquidated damages, default interest"
A pre-agreed sum that one party must pay if it breaks a contract, chosen so both sides avoid arguing over the exact amount of loss later. Think of it like a fixed cancellation fee for a reservation: it makes potential costs predictable. For investors, liquidated damages matter because they create a known financial liability that can affect cash flow, contract risk, balance-sheet exposure and deal valuations.
with prejudice regulatory
"Helena is required to dismiss the Lawsuit with prejudice within three (3) business days"
A legal phrase meaning a claim, lawsuit, or right is closed permanently and cannot be brought again; it signals finality in a dispute. For investors, 'with prejudice' matters because it removes the chance of the same legal exposure reappearing, similar to locking a door so no one can enter again, which can reduce uncertainty about future liabilities and affect valuation and risk assessments.
Rule 41(a)(1)(A)(ii) regulatory
"by filing a stipulation of dismissal pursuant to Rule 41(a)(1)(A)(ii) of the Federal Rules"
forward-looking statements regulatory
"contains “forward-looking statements” within the meaning of the federal securities laws"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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

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FAQ

What settlement did Sadot Group (SDOT) reach with Helena Global Investment Opportunities I Ltd.?

Sadot Group entered into a Settlement Agreement with Helena to resolve disputes under prior financing agreements and related litigation. The company agreed to pay $350,000 in cash, after which Helena must dismiss its lawsuit with prejudice and mutual releases will become effective.

How much will Sadot Group (SDOT) pay Helena under the settlement, and by when?

Sadot Group agreed to pay Helena $350,000 in cash by 5:00 p.m. Eastern Time on July 17, 2026. The payment must be made by wire transfer of immediately available funds, with time expressly stated to be of the essence for the settlement’s key terms.

What happens to Sadot Group’s $10,000,000 equity line with Helena after the settlement?

Upon Helena’s actual receipt of the $350,000 payment, all obligations under the Helena agreements, including the equity line of credit facility of up to $10,000,000, will terminate as of the settlement date. No early termination penalties apply beyond the settlement obligations.

What is the status of the lawsuit Helena filed against Sadot Group (SDOT)?

Helena filed a lawsuit against Sadot Group in the U.S. District Court for the Southern District of New York. Under the Settlement Agreement, Helena must dismiss the lawsuit with prejudice within three business days after timely receiving the $350,000 payment from Sadot Group.

What if Sadot Group (SDOT) does not make the $350,000 payment on time to Helena?

If Sadot Group does not timely satisfy the $350,000 payment in full, Helena’s release will not become effective. In that case, all of Helena’s claims and other rights and remedies under or relating to the prior Helena agreements will remain outstanding and available to Helena.

Are there additional costs or penalties for Sadot Group (SDOT) from ending the Helena agreements?

Sadot Group indicates there are no early termination penalties for ending the Helena agreements, aside from the $350,000 cash payment and other obligations under the Settlement Agreement. These obligations include mutual releases subject to certain preserved claims and specified indemnification of Helena and related parties.
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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 15, 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 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.

 

Settlement Agreement with Helena Global Investment Opportunities I Ltd.

 

As previously reported, Sadot Group Inc. (the “Company”) and Helena Global Investment Opportunities I Ltd. (“Helena”) are parties to (i) that certain Purchase Agreement, dated as of September 23, 2025 (the “Helena Purchase Agreement”), providing for an equity line of credit facility pursuant to which the Company obtained the right to issue and sell to Helena up to $10,000,000 of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and (ii) that certain Securities Purchase Agreement, dated as of September 23, 2025 (together with the Helena Purchase Agreement and the related agreements, certificates and instruments, the “Helena Agreements”). Helena has alleged that certain events of default, breaches and claims for liquidated damages, default interest and other remedies arose under the Helena Agreements, including from the Company’s failure to file, and to cause to be declared effective, a resale registration statement and to submit advance notices as required thereby (collectively, the “Helena Claims”), and commenced an action against the Company in connection with the Helena Claims in the matter styled Helena Global Investment Opportunities I Ltd. v. Sadot Group Inc., filed in the United States District Court for the Southern District of New York, Case No. 1:26-cv-05818 (the “Lawsuit”).

 

On July 15, 2026, the Company entered into a Settlement Agreement with Helena (the “Settlement Agreement”) to compromise, resolve and settle the Helena Claims and the Lawsuit. Pursuant to the Settlement Agreement: (i) the Company agreed to pay Helena $350,000 in cash (the “Cash Payment”), by wire transfer of immediately available funds, on or before 5:00 p.m. Eastern Time on July 17, 2026, time being of the essence and without setoff, counterclaim, deduction or withholding of any kind; (ii) upon Helena’s actual and timely receipt of the Cash Payment, Helena is required to dismiss the Lawsuit with prejudice within three (3) business days of such receipt by filing a stipulation of dismissal pursuant to Rule 41(a)(1)(A)(ii) of the Federal Rules of Civil Procedure; (iii) upon Helena’s actual receipt of the Cash Payment, all obligations of the parties under the Helena Agreements, including the equity line of credit facility, will terminate with such termination effective as of the date of the Settlement Agreement; (iv) effective upon, but only upon, Helena’s actual and timely receipt of the Cash Payment, Helena will release the Company and its past and present officers, directors, employees, agents and affiliates from the Helena Claims and any other claims arising out of or relating to the Helena Agreements prior to the effective date of the Settlement Agreement, and the Company has released Helena and its related parties from claims arising out of or relating to the Helena Agreements, in each case subject to certain preserved claims specified therein (including claims arising under the settlement documents and claims for fraud, intentional misrepresentation or willful misconduct); (v) Helena consented and waived any breaches with respect to the Company’s entry into certain financing arrangements; and (vi) the Company agreed to indemnify Helena and certain related parties as provided therein.

 

If the Cash Payment is not timely satisfied in full, Helena’s release will not become effective and all of the Helena Claims and Helena’s other rights and remedies under or relating to the Helena Agreements will remain outstanding and available to Helena in full. The Settlement Agreement contains customary representations, warranties and covenants, is governed by New York law, and provides for the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City of New York, and a mutual waiver of jury trial.

 

The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement 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.

 

 

 

Item 1.02. Termination of a Material Definitive Agreement.

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02. Pursuant to the Settlement Agreement, upon Helena’s actual receipt of the Cash Payment, all obligations of the parties under the Helena Agreements, including the Helena Purchase Agreement providing for an equity line of credit facility of up to $10,000,000, will terminate as of the date of the Settlement Agreement. No early termination penalties will be incurred by the Company in connection with such termination, other than the Cash Payment and the other obligations of the Company under the Settlement Agreement described in Item 1.01 above.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws, including statements regarding the Company’s payment of the Cash Payment, the effectiveness of the releases, the dismissal of the Lawsuit and the termination of the Helena Agreements under the Settlement Agreement. These statements are based on the Company’s current expectations and are subject to risks and uncertainties, including the Company’s ability to timely make the Cash Payment and satisfy the conditions to the releases under the Settlement Agreement, as well as the other risks described in the Company’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025 and its subsequent Quarterly Reports on Form 10-Q. Actual results may differ materially. 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
10.1 Settlement Agreement, dated as of July 15, 2026, by and between Sadot Group Inc. and Helena Global Investment Opportunities I Ltd.
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.  
   
Date: July 16, 2026  
     
By: /s/ Chagay Ravid  
Name: Chagay Ravid  
Title: Chief Executive Officer  

 

 

Filing Exhibits & Attachments

4 documents