Sadot Group Inc. SEC Filings

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. Chief Executive Officer and director Ravid Chagay reported an automatic sale of common stock tied to equity compensation. On January 13, 2026, he sold 1,305 shares of Sadot Group common stock at $3.404 per share in an open market transaction. According to the disclosure, the sale was a sell-to-cover trade executed to satisfy tax withholding obligations arising from the vesting of restricted stock grants around the transaction date, rather than a discretionary sale of investment holdings. Following this transaction, Chagay directly beneficially owned 6,826 shares of Sadot Group common stock.

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. director Yuriy Shirinyan has filed an initial insider ownership report indicating that he does not beneficially own any of the company’s securities. The filing, dated with an event date of 10/29/2025, is a Form 3, which is required when someone first becomes an insider such as a director or large shareholder.

The document states in the explanation section that no securities are beneficially owned, confirming that as of the reported date, Shirinyan holds no direct or indirect ownership in Sadot Group Inc. stock or derivative securities.

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. is asking stockholders to elect five directors, ratify Kreit & Chiu CPA LLP as independent auditor for 2025, and approve several major share and financing proposals at its 2025 virtual annual meeting.

Stockholders are being asked to amend the articles of incorporation to increase authorized common stock from 2,000,000 to 250,000,000 shares. As of November 24, 2025, 1,549,080 common shares were outstanding and 338,600 were either issuable or reserved. The company also seeks approval of a 2025 Equity Incentive Plan covering up to 7,000,000 shares, supplementing earlier 2021–2024 plans. All share figures reflect a one-for-ten reverse stock split effective September 15, 2025.

Additional proposals request approval, under Nasdaq Listing Rule 5635, for issuances of common stock tied to a $10,000,000 purchase agreement with Helena, the conversion of December 2024 and October 2024 notes, and the issuance of 793,000 shares to Aggia LLC FZ under a November 20, 2025 settlement agreement. These items would give the Board broad capacity to issue new shares for capital raising, incentives, and liability settlements.

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.