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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 |
|