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Sadot Group Inc. is registering up to 6,008,772 shares of common stock for resale by existing investors, including 2,500,000 Advance Shares under an equity purchase facility and 3,508,772 Conversion Shares issuable under senior secured convertible notes.
The company will not receive proceeds from these resales, but may receive up to $50 million from sales of Advance Shares and up to $10 million from note issuances tied to this registration, within larger $100 million note and $100 million equity facilities. The notes bear 8.25% interest, are secured by substantially all assets, and include variable pricing and full-ratchet anti-dilution features that can significantly increase share issuance if the share price falls. Sadot reports zero commodity sales revenue for the quarter ended March 31, 2026 versus $132.2 million a year earlier, an $11.8 million impairment on its Zambia farm, going-concern uncertainty, and a prior Nasdaq notice for not meeting the $2.5 million stockholders’ equity requirement, although management currently believes adjusted equity exceeds $7 million.
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.