← SEC 公告列表 | SDOT SEC 公告 | Sadot Group Inc.（SDOT）

重大事件 即時報告 8-K 2026-07-16

Sadot Group 與 Helena 達成和解，支付35萬美元現金終止訴訟及股權信貸協議

於 SEC 網站開啟原文

AI 繁中摘要

📄 **申報類型**：8-K（即時報告） 📅 **報告日期**：2026年7月15日 🏢 **公司**：Sadot Group Inc.（納斯達克代碼：SDOT） **事件摘要**： Sadot Group 與投資者 Helena Global Investment Opportunities I Ltd. 就2025年9月簽訂的股權信貸協議（原定最高可發行1,000萬美元普通股）引發的糾紛達成和解。Helena 此前指控公司違約，包括未能按規定提交轉售登記聲明及發出預先通知，並在紐約南區聯邦法院提起訴訟（案號 1:26-cv-05818）。 **和解協議要點**： - 公司須於2026年7月17日下午5時前（東部時間）向 Helena 支付 **35萬美元現金**（不可抵銷、扣減或預扣）。 - 一旦 Helena 實際收到款項，須在3個工作日內撤銷訴訟（具偏見終結）。 - 原股權信貸額度（Helena Purchase Agreement）下的所有義務即時終止，公司無需支付提前終止罰款。 - 雙方互相豁免與該協議相關的索償（但保留針對欺詐、故意失實陳述等的追索權）。 - 若公司未能按時足額付款，Helena 的豁免將不生效，原有索償及救濟權利維持不變。 - 協議受紐約法律管轄，並由曼哈頓法院專屬管轄，雙方放棄陪審團審判。 **影響分析**： ✅ **正面**：和解消除了訴訟的不確定性，避免潛在更高賠償及法律成本，同時終止了可能稀釋股權的信貸額度安排。 ⚠️ **風險**：公司需在極短時間內支付35萬美元現金，若無法按時完成，則和解失效，訴訟風險重現。此外，公司失去原有1,000萬美元的股權融資渠道，可能影響未來資金靈活性。 **管理層展望**： 公司提醒本報告包含前瞻性陳述，實際結果可能因按時付款能力等因素而與預期有重大差異。建議投資者參閱公司2025年年度報告（10-K）及後續季度報告（10-Q）中的風險因素。 📌 投資者應關注公司後續資金狀況及能否順利履行付款義務。
展開英文正文 
false
 0001701756
 
 
 
 
 
 
 
 0001701756
 
 
 2026-07-15
 2026-07-15
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 

 

 

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
15, 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) (Zip Code)

 

Registrant’s telephone number, including area
code: (832) 604-9568

 

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:

 

☐
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.

 

Settlement Agreement with Helena Global Investment Opportunities
I Ltd.

 

As previously reported, Sadot Group Inc. (the “Company”)
and Helena Global Investment Opportunities I Ltd. (“Helena”) are parties to (i) that certain Purchase Agreement, dated as
of September 23, 2025 (the “Helena Purchase Agreement”), providing for an equity line of credit facility pursuant to which
the Company obtained the right to issue and sell to Helena up to $10,000,000 of shares of the Company’s common stock, par value
$0.0001 per share (the “Common Stock”), and (ii) that certain Securities Purchase Agreement, dated as of September 23, 2025
(together with the Helena Purchase Agreement and the related agreements, certificates and instruments, the “Helena Agreements”).
Helena has alleged that certain events of default, breaches and claims for liquidated damages, default interest and other remedies arose
under the Helena Agreements, including from the Company’s failure to file, and to cause to be declared effective, a resale registration
statement and to submit advance notices as required thereby (collectively, the “Helena Claims”), and commenced an action against
the Company in connection with the Helena Claims in the matter styled Helena Global Investment Opportunities I Ltd. v. Sadot Group Inc.,
filed in the United States District Court for the Southern District of New York, Case No. 1:26-cv-05818 (the “Lawsuit”).

 

On July 15, 2026, the Company entered into a Settlement
Agreement with Helena (the “Settlement Agreement”) to compromise, resolve and settle the Helena Claims and the Lawsuit. Pursuant
to the Settlement Agreement: (i) the Company agreed to pay Helena $350,000 in cash (the “Cash Payment”), by wire transfer
of immediately available funds, on or before 5:00 p.m. Eastern Time on July 17, 2026, time being of the essence and without setoff, counterclaim,
deduction or withholding of any kind; (ii) upon Helena’s actual and timely receipt of the Cash Payment, Helena is required to dismiss
the Lawsuit with prejudice within three (3) business days of such receipt by filing a stipulation of dismissal pursuant to Rule 41(a)(1)(A)(ii)
of the Federal Rules of Civil Procedure; (iii) upon Helena’s actual receipt of the Cash Payment, all obligations of the parties
under the Helena Agreements, including the equity line of credit facility, will terminate with such termination effective as of the date
of the Settlement Agreement; (iv) effective upon, but only upon, Helena’s actual and timely receipt of the Cash Payment, Helena
will release the Company and its past and present officers, directors, employees, agents and affiliates from the Helena Claims and any
other claims arising out of or relating to the Helena Agreements prior to the effective date of the Settlement Agreement, and the Company
has released Helena and its related parties from claims arising out of or relating to the Helena Agreements, in each case subject to certain
preserved claims specified therein (including claims arising under the settlement documents and claims for fraud, intentional misrepresentation
or willful misconduct); (v) Helena consented and waived any breaches with respect to the Company’s entry into certain financing
arrangements; and (vi) the Company agreed to indemnify Helena and certain related parties as provided therein.

 

If the Cash Payment is not timely satisfied in full,
Helena’s release will not become effective and all of the Helena Claims and Helena’s other rights and remedies under or relating
to the Helena Agreements will remain outstanding and available to Helena in full. The Settlement Agreement contains customary representations,
warranties and covenants, is governed by New York law, and provides for the exclusive jurisdiction of the state and federal courts located
in the Borough of Manhattan, City of New York, and a mutual waiver of jury trial.

 

The foregoing description of the Settlement Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of
which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

  

 

 

Item 1.02. Termination of a Material Definitive Agreement.

 

The information set forth in Item 1.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 1.02. Pursuant to the Settlement Agreement, upon Helena’s actual
receipt of the Cash Payment, all obligations of the parties under the Helena Agreements, including the Helena Purchase Agreement providing
for an equity line of credit facility of up to $10,000,000, will terminate as of the date of the Settlement Agreement. No early termination
penalties will be incurred by the Company in connection with such termination, other than the Cash Payment and the other obligations of
the Company under the Settlement Agreement described in Item 1.01 above.

 

Forward-Looking Statements

 

This Current Report on Form 8-K contains “forward-looking
statements” within the meaning of the federal securities laws, including statements regarding the Company’s payment of the
Cash Payment, the effectiveness of the releases, the dismissal of the Lawsuit and the termination of the Helena Agreements under the Settlement
Agreement. These statements are based on the Company’s current expectations and are subject to risks and uncertainties, including
the Company’s ability to timely make the Cash Payment and satisfy the conditions to the releases under the Settlement Agreement,
as well as the other risks described in the Company’s filings with the Securities and Exchange Commission, including its Annual
Report on Form 10-K for the year ended December 31, 2025 and its subsequent Quarterly Reports on Form 10-Q. Actual results may differ
materially. The Company undertakes no obligation to update any forward-looking statement, except as required by law.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

 
 Exhibit No.
 Description

 
 10.1
 Settlement Agreement, dated as of July 15, 2026, by and between Sadot Group Inc. and Helena Global Investment Opportunities I Ltd.

 
 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.
  

  
  

 Date: July 16, 2026
  

  
  
  

 By:
 /s/ Chagay Ravid
  

 Name:
 Chagay Ravid
  

 Title:
 Chief Executive Officer