Sadot Group 發行9%新股清償336萬美元債務 股權攤薄效應顯著

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

 

Date of Report (Date of earliest event reported):
July 7, 2026

 

SADOT GROUP INC.

(Exact name of registrant as specified in its charter)

 

 
 Nevada
 001-39223
 47-2555533

 
 
 (State or other jurisdiction

 of incorporation)

 
 (Commission

 File Number)

 
 (I.R.S. Employer

 Identification No.)

 
 

295 E. Renfro Street, Suite 300, Burleson,
Texas 76028

(Address of principal executive offices, including
zip code)

 

(832) 604-9568

(Registrant’s telephone number, including
area code)

 

Not Applicable

(Former name or former address, if changed since
last report)

 

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 Instruction 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(s)
 Name of each exchange on which registered

 
 Common Stock, $0.0001 par value
 SDOT
 The Nasdaq Capital Market

 
 

Indicate by check mark whether the registrant is an emerging growth company
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 1.01 Entry into a Material Definitive Agreement.

 

On July 7, 2026, Sadot Group Inc. (the “Company”)
entered into two separate Debt Settlement and Share Issuance Agreements (each, a “Settlement Agreement” and, together, the
“Settlement Agreements”), in each case pursuant to which the Company agreed to settle, extinguish, cancel, and discharge outstanding
indebtedness of the Company owed to the applicable creditor, solely in exchange for the issuance by the Company of shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”). No cash consideration is payable by the Company in connection
with the settlement of the Settled Debt (as defined below).

 

The first Settlement Agreement was entered into with
Cedar Advance LLC (“Cedar”) and settles outstanding indebtedness of the Company owed to Cedar in the aggregate principal amount
of US$1,876,500.00, together with accrued and unpaid interest, fees, and charges thereon (the “Cedar Settled Debt”), representing
the outstanding balance owed by the Company to Cedar under that certain Standard Merchant Cash Advance Agreement, dated as of April 23,
2025, between Cedar and the Company. In full settlement of the Cedar Settled Debt, the Company issued 45,000 shares of Common Stock to
Cedar at the closing of such Settlement Agreement (the “Cedar Settlement Shares”).

 

The second Settlement Agreement was entered into with
Agile Capital Funding, LLC and Agile Lending LLC (collectively, “Agile”, and together with Cedar, the “Creditors”)
and settles outstanding indebtedness of the Company owed to Agile in the aggregate principal amount of US$1,482,912.50, together with
accrued and unpaid interest, fees, and charges thereon (the “Agile Settled Debt” and, together with the Cedar Settled Debt,
the “Settled Debt”). In full settlement of the Agile Settled Debt, the Company issued 45,000 shares of Common Stock to Agile
at the closing of such Settlement Agreement (the “Agile Settlement Shares” and, together with the Cedar Settlement Shares,
the “Settlement Shares”).

 

Upon receipt of its Settlement Shares, each Creditor
will release the Company and its affiliates from all claims relating to the applicable Settled Debt. Each Settlement Agreement contains
customary representations, warranties, covenants, and other provisions, and is governed by the laws of the State of Nevada.

 

The foregoing descriptions of the Settlement Agreements
do not purport to be complete and are qualified in their entirety by reference to the full text of the Settlement Agreements, copies of
which are filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth in Item 1.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 3.02.

 

On July 7, 2026, in accordance with the Settlement
Agreements, the Company issued an aggregate of 90,000 Settlement Shares to the Creditors, consisting of 45,000 Cedar Settlement Shares
issued to Cedar and 45,000 Agile Settlement Shares issued to Agile, in each case in full and final settlement, extinguishment, cancellation,
and discharge of the applicable Settled Debt. The Cedar Settlement Shares and the Agile Settlement Shares each represent approximately
4.5%, and together represent approximately 9%, of the shares of Common Stock outstanding immediately following the issuances. The sole
consideration for the issuance of the Settlement Shares was the settlement and extinguishment of the Settled Debt; no cash consideration
was received by the Company.

 

The issuance of the Settlement Shares was made in
reliance upon the exemptions from the registration requirements of the Securities Act provided by Section 3(a)(9) and/or Section 4(a)(2)
thereof. The Company relied on these exemptions on the basis that, among other things, the Settlement Shares were issued by the Company
exclusively to existing security holders of the Company in exchange for outstanding obligations of the Company, no commission or other
remuneration was paid or given, directly or indirectly, for soliciting the exchanges, the exchanges were made in good faith and not as
part of any plan or scheme to evade the registration requirements of the Securities Act, each Creditor represented that it was an “accredited
investor” as defined in Rule 501(a) of Regulation D and was acquiring its Settlement Shares for its own account, and the issuance
did not involve any general solicitation or general advertising. The Settlement Shares have not been registered under the Securities Act
and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

 

 

  

 

 

This Current Report on Form 8-K does not constitute
an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction
in which such offer, solicitation, or sale would be unlawful.

 

Cautionary Note Regarding Forward-Looking Statements.

 

This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended,
including statements regarding the anticipated eligibility of the Settlement Shares for resale under Rule 144, the delivery of legal opinions
in connection therewith, the removal of any restrictive legends from the Settlement Shares, and the Company’s compliance with applicable
Nasdaq Listing Rules. These statements are based on the Company’s current expectations and are subject to risks and uncertainties
that could cause actual results to differ materially, including the continued availability of the exemptions from registration relied
upon and of Rule 144, the satisfaction of the conditions to legend removal, and other risks described in the Company’s filings with
the Securities and Exchange Commission. Except as required by law, the Company undertakes no obligation to update any forward-looking
statement.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

 
 Exhibit No.
 Description

 
 10.1
 Debt Settlement and Share Issuance Agreement, dated as of July 7, 2026, by and between Sadot Group Inc. and Cedar Advance LLC.

 
 10.2
 Debt Settlement and Share Issuance Agreement, dated as of July 7, 2026, by and between Sadot Group Inc. and Agile Capital Funding, LLC and Agile Lending LLC.

 
 104
 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 
  

 

  

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

SADOT GROUP INC.

 

By: /s/Chagay Ravid

Name: Chagay Ravid

Title: Chief Executive Officer

 

Date: July 8, 2026