Sadot Group Inc. 8-K Filings

Sadot Group Inc. (SDOT) agreed with a new debenture holder to settle and extinguish the remaining February 8% Unsecured OID Debentures, with aggregate principal of $543,478.26, in exchange for issuing 67,936 shares of common stock at a fixed price of $8.00 per share under a Section 3(a)(9) exemption. After this transaction, no February Debentures remain outstanding.

The Settlement Shares are subject to a 4.99% beneficial ownership limitation, which the holder may increase to 9.99% with 61 days’ notice, a cumulative exchange cap of 19.99% of outstanding common stock under Nasdaq Listing Rule 5635(d), and a daily leak-out cap of 15% of daily trading volume. Sadot obtained consents and one-time waivers related to these transactions from the holder of its $4,000,000 senior secured convertible July Note and from the investor under its Equity Purchase Facility Agreement allowing issuance and sale of up to $100.0 million of common stock.

Sadot Group Inc. (SDOT) entered into several related financing and equity arrangements involving its previously issued 8% unsecured original issue discount debentures and existing funding facilities. The company had issued four 8% unsecured OID debentures, each with original principal of $271,739.13 (aggregate $1,086,956.52), in February 2026; one was previously settled in stock and the remaining maturity extended to October 31, 2026.

On August 19, 2026, a holder, Igor Poluyko, assigned one such debenture with outstanding principal of $271,739.13 to a new investor. That debenture was then fully settled in exchange for 33,968 shares of common stock under a Debt Settlement and Share Issuance Agreement relying on the Section 3(a)(9) exemption. The Settlement Shares are subject to a 4.99% beneficial ownership cap (increasable to 9.99% on 61 days’ notice), an aggregate 19.99% exchange cap tied to Nasdaq rules, and a daily leak-out limit of 15% of trading volume. Holders of the other February debentures consented and waived equal-treatment rights. The holder of a senior secured convertible note with original principal of $4,000,000 and the investor under a $100.0 million Equity Purchase Facility each granted one-time waivers and consents; the July Note’s conversion price automatically adjusted to the price per share used for the Settlement Shares under its anti-dilution terms.

Sadot Group Inc. (SDOT) reports a series of financing-related actions centered on its previously issued 8% Unsecured OID Debentures and a July 2026 senior secured convertible note. One of the February 2026 debentures with original principal of $271,739.13 was assigned by Nata Solutions Inc. to a new holder, then fully settled and extinguished through the issuance of 32,909 common shares under a Debt Settlement and Share Issuance Agreement relying on Section 3(a)(9) of the Securities Act.

The settlement shares are subject to a 4.99% beneficial ownership cap, adjustable to 9.99% on notice, an aggregate 19.99% exchange cap under Nasdaq Listing Rule 5635(d) absent stockholder approval, and a daily leak-out limit of 15% of trading volume. Holders of the remaining February debentures consented to the transaction, waived equal-treatment rights, and extended their maturities to October 31, 2026. The holder of a $4,000,000 July 2026 senior secured convertible note and the investor under a $100.0 million Equity Purchase Facility each granted one-time consents and waivers for these transactions. Under the July note’s anti-dilution terms, its conversion price automatically reset to the per-share price implied by the settlement shares.

Sadot Group Inc. reported second-quarter 2026 results showing a sharp contraction in core activity, with revenue of $0.0 million and gross profit of $0.0 million, compared with $246.6 million and $11.0 million, respectively, in the prior-year period. Despite this, the company recorded net income of $35.2 million, or $109.16 per diluted share, while posting an Adjusted EBITDA loss of $3.3 million and holding only $0.1 million in cash and cash equivalents as of June 30, 2026.

The company highlights significant liquidity pressure and a going-concern uncertainty, citing recurring losses, negative working capital, a stockholders’ deficit and existing debt defaults, and expects it will need to raise additional capital or restructure obligations in transactions likely to be substantially dilutive to stockholders. On the listing front, Nasdaq has determined the company currently complies with Listing Rule 5550(b)(1), but continued compliance must be evidenced in the September 30, 2026 report or the shares may face delisting. Operationally, Sadot completed integration of the newly acquired TradeOS trading and risk management platform across its trading desks and executed first commercial trades in July 2026, generating about $1,000,000 of preliminary gross revenue, which will be recorded in the third quarter and is described as not material to expected quarterly results.

Sadot Group Inc. reported that on August 3, 2026 it received a compliance letter from Nasdaq staff confirming that the company now complies with the Nasdaq Capital Market minimum stockholders’ equity requirement under Listing Rule 5550(b)(1). The earlier May 5, 2026 notice had stated Sadot did not meet the $2.5 million stockholders’ equity standard or the alternative continued listing criteria for market value or net income.

The compliance status remains conditional: if Sadot does not evidence compliance with Listing Rule 5550(b)(1) when it files its periodic report for the period ended September 30, 2026, it may be subject to delisting, with the right to appeal to a Nasdaq Hearings Panel. The compliance letter has no immediate effect on trading, and the company’s common stock continues to trade on the Nasdaq Capital Market under the symbol SDOT.

Sadot Group Inc. executed Amendment No. 2 to its Share Purchase Agreement with Shrvan Kumar Yadav and Anira Consulting FZC, changing a previously agreed share acquisition of Anira into the purchase of specified assets only. The company is acquiring the TradeOS commodity trading and risk management technology platform, related intellectual property, and the "Tradewell" and "TradeOS" names and marks, effective as of the June 2, 2026 closing date.

Sadot did not acquire any shares or business operations of Anira and did not assume employees, customer or supplier relationships, contracts, accounts receivable, trading positions, credit lines, facilities, or other liabilities. The aggregate purchase price was reduced from USD $12,000,000 to USD $11,500,000 through a reduction of the promissory note from USD $5,000,000 to a non-interest-bearing, non-convertible Amended and Restated Note of USD $4,500,000 maturing on June 2, 2028, which may be prepaid at a 1% discount for each full month remaining to maturity. Anira is designated as the sole recipient of all share and note consideration, and Sadot believes the restructured transaction is an asset acquisition rather than a "business" acquisition under Rule 11-01(d) of Regulation S-X.

Sadot Group Inc. entered two Debt Settlement and Share Issuance Agreements to resolve outstanding obligations with Rocket Capital NY LLC and former Chief Financial Officer Jennifer Black. With Rocket, Sadot agreed to settle an asserted dispute around a March 2025 future receipts agreement by issuing 26,581 common shares in satisfaction of an agreed settled debt amount of $500,000, coupled with mutual releases and a planned dismissal with prejudice of the related New York court action after Rocket receives the shares. Rocket agreed not to sell more than 15% of Nasdaq daily trading volume in any single day.

With Jennifer Black, Sadot agreed to settle a matured note that had accrued default interest at 22% per annum by issuing 26,199 common shares against an agreed settled debt amount of $466,617.73. Separately, Sadot will issue Ms. Black an unsecured, non-convertible Severance Note for $409,082.17, maturing one year from issuance and bearing simple interest at 10% (rising to 12% after maturity). This agreement also includes mutual releases and a 15% of daily trading volume cap on share sales.

Sadot Group Inc. agreed to acquire the TradeIQ predictive-intelligence software intellectual property for an aggregate purchase price of $6,000,000, paid via $50,000 in cash, 200,000 newly issued common shares and 3,950 shares of newly created Series C Non-Voting Non-Convertible Preferred Stock.

The company closed an initial $4,000,000 tranche of a senior secured convertible note facility providing for up to $100,000,000 in notes, bearing 8.25% annual interest and convertible at the holder’s option at $17.81 per share, subject to ownership caps, anti-dilution adjustments, redemption premiums and a 19.99% Nasdaq issuance limit pending stockholder approval.

Sadot also entered an equity purchase facility allowing, at its discretion, sales of up to $100,000,000 of common stock over time, subject to a Beneficial Ownership Limitation, a 19.99% exchange cap and resale registration commitments. The Series C Preferred carries a $1,000 stated value and 6% cumulative dividends, ranks senior to common stock and has no conversion rights. Management states that, after recent transactions, adjusted stockholders’ equity is believed to exceed $7,000,000, above Nasdaq’s $2,500,000 minimum, while cautioning there is no assurance of regaining or maintaining listing compliance.

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.

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.

Sadot Group Inc. has appointed Aleksandr Zhandov as Chief Operating Officer and Deputy Chief Executive Officer, reporting to the CEO and supporting overall operations and strategy. The appointment is effective under an at-will Employment Agreement dated July 6, 2026.

Under this agreement, Zhandov receives a $120,000 annual base salary, with eligibility for discretionary cash bonuses and equity awards determined by the Board, plus standard employee benefits. The contract does not include severance, but it does include customary confidentiality, non-competition, non-solicitation, intellectual property, cooperation, and clawback provisions.

Sadot Group Inc. entered into and closed a Share Purchase Agreement on June 26, 2026, selling 100% of the membership interests in its wholly owned subsidiary Sadot Latam LLC to Dream America Marketing Services, Ltd. The consideration is $1,000 in cash plus a profit-sharing payment equal to 27.5% of cash actually collected on specified receivables held by Sadot Latam and Sadot LLC.

Transferred assets include a Citizens Bank deposit of approximately $250,000, receivables from Kaford and Naturz, and 50% of any net collection from both a Zambia receivable and the Zen Noh lawsuit. The buyer acquired Sadot Latam on an “as is, where is” basis, including all existing and threatened litigation and liabilities, while Sadot Group will provide legal support for six months.

Following this transaction, Sadot Group will cease consolidating Sadot Latam in its financial statements and expects to reflect deconsolidation effects in its consolidated results for the fiscal quarter ending June 30, 2026, with accounting evaluated under Accounting Standards Codification Topic 810.

Sadot Group Inc. entered into an amended option agreement to potentially acquire seven Los Angeles–area residential properties totaling 147 units, with a total agreed portfolio value of $125,500,000 and equity value of $69,500,000. The option runs for six months from June 4, 2026 and, if exercised, carries a net exercise price of $68,457,500, payable in Series C Preferred Stock or, at the company’s election, in cash. In consideration for the option, Sadot paid a non‑refundable option fee of $1,042,500 entirely in Common Stock, issuing 132,803 shares at $7.85 per share, representing 17.71% of outstanding common shares as of the issuance date, below the 19.99% Nasdaq Exchange Cap, so no shareholder approval was required. After any closing, the company will pay the grantor a $100,000 monthly management fee in Series C Preferred Stock or cash until the projects are fully completed.

Sadot Group Inc. changed the structure of its Anira Consulting acquisition consideration. The company amended its share purchase agreement so that 1,000 shares of Series B Preferred Stock are non-convertible and a planned USD $5,000,000 convertible note is replaced with a non-convertible Promissory Note in the same amount.

The total purchase price remains $12,000,000. The Series B Preferred Stock is non-voting, has a liquidation preference equal to its stated value plus unpaid dividends, ranks alongside common stock for dividends, and can be redeemed at the company’s option. The Promissory Note is zero-interest, matures on June 2, 2028, and includes an early prepayment discount of 1% per full month remaining to maturity.

Sadot also filed an amended certificate of designation in Nevada establishing 1,000 Series B Preferred shares with a stated value of $6,595 per share, confirming they are non-convertible, non-voting, and redeemable at the company’s discretion, with liquidation rights ahead of common stock but junior to any senior preferred stock.

Sadot Group Inc. entered into a material agreement and completed the acquisition of Anira Consulting FZC, a UAE-based commodity trading and consulting company operating as Tradewell, on June 2, 2026. Anira owns and operates TradeOS, a proprietary enterprise-grade commodity trading and risk management platform with 11 integrated modules covering trading, risk, logistics, treasury, accounting, and regulatory reporting.

The company acquired 100% of Anira’s shares for an aggregate purchase price of $12,000,000. Consideration consists of 135,000 common shares valued at $3.00 per share, 1,000 shares of Series B Convertible Preferred Stock with a total stated value of $6,595,000, and a $5,000,000 zero-interest Convertible Promissory Note maturing on June 2, 2028.

The Series B Preferred Stock and the Note are convertible into common stock at $3.00 per share, subject to a 19.99% Change of Control Threshold, a 4.99% beneficial ownership blocker with an option to increase to 9.99%, and applicable Nasdaq shareholder approval requirements. The Share Purchase Agreement includes customary representations, covenants, cash waterfall provisions prioritizing Anira’s liabilities and software payment obligations, indemnification, and registration rights.

Sadot Group Inc. is implementing a 1-for-20 reverse stock split of its common stock, effective at 12:01 a.m. Eastern Time on May 27, 2026. Every 20 existing shares will be consolidated into one share, with cash paid in lieu of fractional shares based on the May 27, 2026 closing price.

The company expects its stock to begin trading on a split-adjusted basis on The Nasdaq Capital Market on May 27, 2026 under the symbol SDOT with a new CUSIP 627333503. The move is primarily intended to help regain compliance with Nasdaq’s $1.00 minimum bid price requirement.

The reverse split will reduce issued and outstanding shares from approximately 14.8 million to approximately 744 thousand and decrease authorized common shares from 250,000,000 to 12,500,000. Proportionate adjustments will be made to outstanding options, warrants, restricted stock units and equity incentive plan share reserves.

Sadot Group Inc. received a Nasdaq notice that it no longer meets the minimum stockholders’ equity requirement for listing on the Nasdaq Capital Market, after reporting stockholders’ equity of ($54,745,000) in its Form 10-K for the year ended December 31, 2025. The company has 45 days from the May 5, 2026 notice, until June 22, 2026, to submit a compliance plan and may receive up to 180 days from the notice to regain compliance if Nasdaq accepts the plan. Trading of its common stock under the symbol SDOT continues for now. Separately, stockholders approved an amendment to the Articles of Incorporation increasing authorized capital to 260,000,000 shares, including 250,000,000 common and 10,000,000 preferred shares.

Sadot Group Inc. reported that Nasdaq’s Listing Qualifications staff has confirmed the company has regained compliance with Nasdaq Listing Rule 5250(c)(1), which covers timely periodic SEC filings. Nasdaq had previously notified Sadot Group on April 17, 2026 that it was out of compliance.

The company subsequently filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 on April 29, 2026. Based on that filing, Nasdaq determined that Sadot Group now satisfies the periodic filing requirement and has closed the compliance matter.

Sadot Group Inc. reports a delay in filing its Form 10‑K for the year ended December 31, 2025 and has missed the original April 15, 2026 due date. The company is working with its auditors and internal team to complete the audit and file the report.

Preliminary, unaudited 2025 figures indicate revenue of about $247 million, down from $701 million in 2024, and an estimated operating loss of $82.0 million versus operating income of $6.2 million a year earlier. Management attributes these declines mainly to insufficient working capital and delayed collection of significant receivables in the LATAM division.

The company is pursuing additional financing and reviewing strategic alternatives to strengthen its balance sheet and operations, while cautioning that the preliminary results may change materially once the audit is completed.

Sadot Group Inc. held its Annual Meeting of stockholders on April 13, 2026, where all proposals were approved. Stockholders elected five directors and ratified the appointment of the independent registered public accounting firm.

Out of 1,994,324 shares of common stock outstanding as of February 17, 2026, 1,398,677 common shares and 10,000 shares of Series A Preferred Stock were represented, constituting a quorum. Stockholders approved an amendment to the Articles of Incorporation to increase authorized common shares, adopted the 2025 Equity Incentive Plan, and approved multiple common stock issuance proposals, including the issuance of 793,000 shares to Aggia and additional share issuances to Helena and various 2024 purchasers under Nasdaq Listing Rules 5635.

Sadot Group Inc. received notice from Nasdaq that it initially violated Nasdaq Listing Rule 5640 on voting rights, but has since regained compliance and the matter is closed. The issue arose from a February 11, 2026 Securities Purchase Agreement under which the company issued 10,000 shares of non-convertible Series A Preferred Stock that voted on an as-if-converted basis, with each share initially carrying 14.5255 votes, based on an assumed $1.00 conversion price that Nasdaq viewed as a discount to market.

On March 2, 2026, Sadot Group amended the agreement with Stanley Hills, LLC to reduce the voting rights of each preferred share to 5.1596 votes. After this amendment and related public disclosure, Nasdaq determined that while the original structure breached the Voting Rights Rule, the company has now cured the issue, subject to meeting specified disclosure conditions.

Sadot Group Inc. amended its Series A Preferred Stock terms with Stanley Hills, LLC. The company reduced the stated value of 10,000 preferred shares from $14.5244 to $5.1596 per share and cut voting rights from 14.5244 to 5.1596 votes per share.

This lowers aggregate voting power from 145,244 to 51,596 votes and is intended to reduce potential redemption and liquidation exposure and better align voting power with corporate governance and Nasdaq compliance objectives. The preferred stock remains non-convertible and ranks equally with common stock in liquidation.

Sadot Group Inc. entered into a Securities Purchase Agreement with Stanley Hills, LLC to sell 10,000 shares of newly created Series A Preferred Stock for aggregate gross proceeds of $145,244 in a private placement.

Each Series A Preferred share has a stated value of $14.5244, is non-convertible into common stock, and carries 14.5244 votes, giving the purchaser a total of 145,244 votes. The preferred stock ranks pari passu with common stock for dividends and liquidation and may be redeemed at the company’s option at the stated value per share plus any declared but unpaid dividends.

The transaction was conducted without an underwriter and was exempt from registration under the Securities Act pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D.

Sadot Group Inc. entered a Securities Purchase Agreement with accredited investors for 8% unsecured original issue discount debentures with aggregate principal of $1,086,956.52, providing $1,000,000 in funding after the 8% discount. The private financing closed on February 9, 2026.

The debentures mature on the earlier of May 30, 2026, four months from issuance, or the closing of a debt or equity financing that raises at least $5,000,000. As additional consideration, Sadot issued 300,000 common shares as incentive shares to the purchasers and agreed to restrictive covenants on new debt, liens, dividends, and certain transactions.

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.

Sadot Group Inc. reported leadership changes and a separation package for a senior officer. The company and Michael Roper, its Chief Governance and Compliance Officer, agreed that his employment will end by mutual agreement effective January 19, 2026, under a Separation Agreement dated January 5, 2026. In exchange for a release of claims and other covenants, Mr. Roper will receive severance and unpaid bonus totaling $734,000, payable in bi-weekly installments over 120 months, with the amount reduced to $550,500 if paid in full during 2026. He will also receive accelerated vesting of all unvested restricted stock, up to 18 months of COBRA premium coverage, four years of D&O insurance coverage, and indemnification related to his employment, along with customary provisions. The company plans to engage him as a consultant. Separately, effective January 5, 2026, Sadot Group terminated Aimee Infante as Chief Marketing Officer, with no separation agreement, and her prior executive employment agreement ended with her termination.

Sadot Group Inc. reports an adverse court judgment in Zambia affecting its agri-commodities operations. On December 11, 2025, the High Court for Zambia (Commercial Division) declared several agreements between Cropit Farming Limited and Sadot LLC invalid, non-binding, and unenforceable. Because of this ruling, the company, through its 70%-owned subsidiary Sadot Enterprises Limited, will lose possession, control, and ownership of approximately 5,000 acres of farmland in Mkushi, Zambia that had been held in escrow under those agreements.

The Court dismissed Cropit Farming Limited’s monetary damage claims but ordered Sadot LLC, a wholly owned subsidiary of Sadot Group, to pay Cropit Farming Limited’s litigation costs, and the company’s counterclaims were dismissed. The farmland, acquired in August 2023, had been part of Sadot’s agri-commodities strategy, and the company is now evaluating the financial and operational impact of the judgment, including potential asset impairments, and expects to provide further updates as needed.

Sadot Group Inc. entered into a Settlement Agreement and Mutual Release with Aggia LLC FZ, ending their November 2022 services relationship and related agreements. To fully settle and discharge all claims and obligations under those documents, Sadot will issue Aggia and its designees a total of 1,050,000 common shares and pay $75,000.

Sadot will issue 257,000 initial shares within five business days of signing, while the remaining 793,000 shares require shareholder approval under Nasdaq Rule 5635(d). If approval is not obtained by March 31, 2026, issuance of these additional shares is suspended until a future approval. The settlement cancels related promissory notes, ends ongoing service and governance rights, and includes mutual releases of all prior claims. The shares are being issued in a private placement exempt from registration under Section 4(a)(2) and will be subject to resale restrictions.

Sadot Group Inc. (SDOT) filed an amended Form 8-K to correct a technical labeling error in a prior report. The original filing, submitted on November 19, 2025, had been tagged under Item 2.01, which relates to acquisitions or dispositions of assets. This amendment clarifies that the disclosure instead falls under Item 2.02, Results of Operations and Financial Condition.

The report notes that on November 19, 2025, Sadot Group issued a press release covering its financial results for the period ended September 30, 2025, which is furnished as Exhibit 99.1. The company states the information under Item 2.02 is being furnished, not filed, and no other aspects of the original disclosure are changed.

Sadot Group Inc. (SDOT) reported that it has released its financial results for the period ended September 30, 2025. The company announced these results through a press release dated November 19, 2025, which is furnished as an exhibit to this report.

The report clarifies that the earnings press release is being provided for informational purposes and is not treated as "filed" for liability purposes under securities laws unless specifically incorporated by reference in a future filing.

Sadot Group Inc. (SDOT) entered a secured financing and overhauled its board. The company issued a Secured Promissory Note for $238,986.87 at 10% annual interest, payable in a single lump-sum on October 29, 2026. The note is secured by all company assets and may be prepaid without penalty. Upon default, amounts become immediately due and the rate rises to the lesser of 15% or the legal maximum.

The board size increased from five to six, and the CEO, Haggai Ravid, was appointed as a director. Five directors resigned (not due to any disagreement), and four new directors—Sean Schnapp, Alexander David, Liat Franco, and Yuriy Shirinyan—were appointed. Committees were reconstituted: Audit (Schnapp as chair and financial expert, Franco, David), Compensation (David as chair, Franco), and Nominating & Corporate Governance (Franco as chair, Shirinyan). The company will evaluate director independence under Nasdaq rules in due course.

Sadot Group Inc. (SDOT) completed a registered offering of 103,577 shares of common stock at $5.20 per share, for aggregate gross proceeds of approximately $538,600. The company plans to use net proceeds for general corporate purposes and working capital.

The transaction was conducted off the company’s effective Form S-3 shelf and a prospectus supplement dated October 16, 2025, and closed on October 16, 2025. Purchasers received a 12‑month right to participate in up to 25% of any subsequent equity financing. The company, along with its directors and officers, agreed to a 90‑day lock-up on new issuances and sales, subject to customary exceptions.

Dawson James Securities served as exclusive lead placement agent on a best‑efforts basis and will receive a cash commission equal to 7% of gross proceeds, plus expense reimbursement.

Sadot Group Inc. (SDOT) announced two updates. On October 10, 2025, Na Yeon Hannah Oh resigned from the Board of Directors and the Board’s Sustainability Committee, citing professional commitments. The company stated her resignation did not involve any disagreement regarding operations, policies, or practices.

Also on October 10, 2025, the company received notice from Nasdaq that it has regained compliance with the bid price requirement under Listing Rule 5550(a)(2). The Nasdaq Hearings Panel session scheduled for October 21, 2025 was cancelled, and the company’s common stock will continue to trade on The Nasdaq Stock Market.

Sadot Group Inc. reported that director Ray Shankar resigned from its Board of Directors effective September 23, 2025. He also stepped down from the Board’s Nominating and Corporate Governance Committee and from his role as Chairman of the Compensation Committee. The company states that his decision was due to increasing demands of his full-time professional role and not because of any disagreement over operations, policies, or practices. Sadot Group plans to identify and appoint a new director to the affected committees to maintain compliance with Nasdaq requirements on committee composition and independence.

Sadot Group, Inc. (SDOT) disclosed amendments and waivers to two convertible promissory notes originally issued in October and December 2024. The agreements set the conversion price at 97% of the lowest closing price of the common stock during the three trading days immediately before conversion, increase the percentage of net proceeds from future capital raises dedicated to repaying the December 2024 and October 2024 notes, and impose a 30-day lock-up on certain securities.

The October 2024 Note had a $1,375,000 principal amount issued for $1,100,000, reflecting an original issue discount of $275,000; it was amended and later subject to a waiver. The company will file registration statements to register resale of the registrable securities issued under the Purchase Agreement.

Sadot Group Inc. approved and implemented a 1-for-10 reverse stock split of its common stock, effective 12:01 a.m. eastern on September 15, 2025. Every 10 shares will be combined into one share, with any fractional entitlements rounded up to a whole share, and par value unchanged.

The move follows notice from Nasdaq staff that Sadot’s stock failed to maintain a $1.00 minimum bid and is subject to delisting unless a hearing is requested. Sadot plans to seek a hearing and is using the reverse split to raise its bid price to meet Nasdaq Listing Rule 5550(a)(2). Authorized common shares were reduced from 20 million to two million, and stock options and warrants will be adjusted proportionately. The stock will continue trading on The Nasdaq Capital Market on a split-adjusted basis under the symbol SDOT starting September 15, 2025.

Sadot Group Inc. received a Nasdaq notice that its common stock no longer meets the $1.00 minimum bid price requirement after closing below that level for 30 consecutive business days from July 28, 2025 through September 8, 2025.

The company is not eligible for the standard 180‑day grace period because it completed a 1‑for‑10 reverse stock split on October 18, 2024 within the prior year. Nasdaq staff has determined that the stock will be delisted from The Nasdaq Capital Market unless Sadot Group requests a hearing, and the company intends to timely seek a hearing, which will automatically stay any suspension or delisting action during the hearing process and any extension granted.

Sadot Group Inc. reported leadership changes affecting its senior management and board oversight. On September 4, 2025, the board appointed existing director David Errington to the Audit Committee, filling the seat vacated when Paul Sansom became Chief Financial Officer. On August 29, 2025, Kenn Miller resigned as Chief Operating Officer, with his departure effective September 25, 2025. The company stated that Mr. Miller’s resignation was not due to any disagreement regarding operations, policies, or practices.

Sadot Group Inc. filed a current report to disclose that it issued a press release with its financial results for the period ended June 30, 2025. The company stated that this press release, dated August 14, 2025, is furnished as Exhibit 99.1. The disclosure is made under the results of operations and financial condition section, and the information in that section is furnished rather than filed for securities law purposes.

Sadot Group (Nasdaq: SDOT) filed an 8-K reporting a private placement of convertible promissory notes executed on 20 Jun 2025. Two accredited investors purchased notes with $354,200 face value for $307,990 cash (12% original-issue discount plus a one-time 12% interest charge). The notes mature 30 Apr 2026 and require five payments starting 30 Dec 2025 (first: $198,351; next four: $49,588). Pre-payment is allowed within 180 days at 95-98% of principal. After 180 days and only upon default, holders may convert at the higher of $1.00 or 75% of the lowest ten-day bid, subject to a 4.99% ownership cap and 19.99% issuance limit without shareholder approval. Default accelerates repayment at 150–175% of amounts owed and triggers 22% default interest. The sale relied on the Rule 506 exemption, and no general solicitation occurred. Exhibits 4.1 and 10.1 contain the note and purchase agreement.

Sadot Group (NASDAQ: SDOT), an emerging growth company, has announced a significant leadership change in its Board of Directors. Claudio Torres, previously serving as Vice Chairman, has been appointed as Chairman of the Board effective June 18, 2025.

Key details of the appointment include:

• Torres will maintain his position on the Compensation Committee while assuming the Chairman role
• The appointment was disclosed through an 8-K filing pursuant to Item 5.02 regarding changes in directors or certain officers
• The company's CEO, Chagay Ravid, executed the filing on June 24, 2025

This leadership transition represents a material corporate governance event for Sadot Group, which trades on the Nasdaq Stock Market with common stock at $0.0001 par value. The filing includes exhibits comprising a press release and Cover Page Interactive Data File in Inline XBRL format.