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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.