Nasdaq warns Sadot Group (NASDAQ: SDOT) over missed annual meeting

Rhea-AI Filing Summary

Sadot Group Inc. reported that on January 8, 2026 it received a notice from Nasdaq stating the company is not in compliance with Nasdaq Listing Rule 5620(a), which requires holding an annual shareholder meeting within twelve months after the fiscal year end. The company has 45 calendar days, until February 22, 2026, to submit a plan to regain compliance, and Nasdaq may grant an exception of up to 180 days from the fiscal year end, or until June 29, 2026, based on factors such as the company’s ability to hold the meeting, its history and financial condition.

The company intends to submit a compliance plan and take steps to regain compliance, but there is no assurance Nasdaq will accept the plan or that compliance will be restored within any extension period. The notice has no immediate effect on the listing or trading of Sadot’s common stock, which will continue to trade on Nasdaq under the symbol SDOT, although Nasdaq will flag the company as non-compliant on its public lists and market data feed after five business days.

Positive

• None.

Negative

• Nasdaq non-compliance and listing risk: Nasdaq notified Sadot Group that it is not in compliance with Listing Rule 5620(a) for failing to hold a timely annual shareholder meeting, creating uncertainty about continued Nasdaq listing if the company cannot execute an acceptable compliance plan by the stated deadlines.

Insights

Equity analyst

Nasdaq non-compliance notice raises governance and listing risk for Sadot.

Sadot Group Inc. disclosed that Nasdaq determined the company failed to meet Listing Rule 5620(a) by not holding an annual shareholder meeting within twelve months of its fiscal year end. This is a corporate governance issue rather than an operating or financial one, but it can still affect investor confidence because it signals delays in standard shareholder processes like director elections and other annual matters.

Nasdaq has given Sadot 45 calendar days, until February 22, 2026, to submit a plan to regain compliance and may allow an exception through June 29, 2026. Acceptance of that plan is not assured, and the company explicitly notes uncertainty about regaining or maintaining compliance. While SDOT shares remain listed with no immediate trading impact, the forthcoming non-compliant designation on Nasdaq’s website and data feeds highlights ongoing listing risk until an annual meeting is held and the rule is satisfied.

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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): January 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 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 8, 2026, Sadot Group Inc. (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is no longer in compliance with Nasdaq Listing Rule 5620(a), which requires the Company to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end.

The Nasdaq letter states that the Company now has 45 calendar days, or until February 22, 2026, to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq can grant an exception of up to 180 calendar days from the fiscal year end, or until June 29, 2026, to regain compliance. Nasdaq will consider factors such as the likelihood that the annual meeting can be held within the exception period, the Company’s compliance history, the reasons for the delay, corporate events that may occur during the review period, the Company’s overall financial condition, and its public disclosures.

The Company intends to submit a compliance plan to Nasdaq within the required timeframe and is taking steps to regain compliance with Nasdaq Listing Rule 5620(a) as soon as practicable. However, there can be no assurance that Nasdaq will accept the Company’s plan or that the Company will be able to regain compliance within any extension period granted by Nasdaq or maintain compliance with the other continued listing requirements set forth in the Nasdaq Listing Rules.

In accordance with Nasdaq Listing Rule 5810(b), the Company is required to disclose the receipt of this letter. The Nasdaq letter has no immediate effect on the listing or trading of the Company’s common stock on Nasdaq, which will continue to trade under the symbol “SDOT.” However, beginning five business days from the date of the letter, Nasdaq will add the Company to its list of non-compliant companies on its website and broadcast an indicator of non-compliance over its market data dissemination network.

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: January 12, 2026

FAQ

What did Nasdaq notify Sadot Group Inc. (SDOT) about?

Nasdaq informed Sadot Group Inc. that the company is not in compliance with Nasdaq Listing Rule 5620(a), which requires an annual shareholder meeting to be held within twelve months of the fiscal year end.

Which Nasdaq listing rule did Sadot Group (SDOT) fail to meet?

Sadot Group failed to comply with Nasdaq Listing Rule 5620(a), the requirement to hold an annual meeting of shareholders within twelve months after the company’s fiscal year end.

Does the Nasdaq notice immediately affect trading in SDOT stock?

The notice has no immediate effect on the listing or trading of Sadot Group’s common stock, which will continue to trade on Nasdaq under the symbol SDOT, though the company will be identified as non-compliant after five business days.

What deadlines has Nasdaq given Sadot Group to regain compliance?

Sadot Group has 45 calendar days, until February 22, 2026, to submit a compliance plan. If Nasdaq accepts the plan, it may grant an exception of up to 180 calendar days from the fiscal year end, or until June 29, 2026, to regain compliance.

How does Sadot Group plan to address the Nasdaq non-compliance notice?

The company states that it intends to submit a compliance plan to Nasdaq within the required timeframe and is taking steps to regain compliance with Nasdaq Listing Rule 5620(a) as soon as practicable, though it cautions there is no assurance Nasdaq will accept the plan.

Will Sadot Group (SDOT) definitely remain listed on Nasdaq?

There is no assurance the company will regain compliance or maintain its listing; Nasdaq’s acceptance of any plan and any extension are discretionary and depend on factors including the timing of the annual meeting and the company’s overall condition.

How will Nasdaq publicly show Sadot Group’s non-compliance status?

Beginning five business days after the date of the notice, Nasdaq will add Sadot Group to its online list of non-compliant companies and broadcast a non-compliance indicator over its market data dissemination network.