Form 8-K

8-K — Sadot Group Inc.

Accession: 0001731122-26-001134

Filed: 2026-08-25

Period: 2026-08-24

CIK: 0001701756

SIC: 5810 (RETAIL-EATING & DRINKING PLACES)

Item: Termination of a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — e7894_8-k.htm (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and

Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 24, 2026

Commission File Number 001-39223

SADOT

GROUP INC.

(Exact name of small business issuer as specified in

its charter)

Nevada

47-2555533

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

295 E. Renfro Street, Suite 300, Burleson,

Texas 76028

(Address of principal executive offices)

(832) 604-9568

(Issuer’s telephone number)

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 Instructions

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

Name of each exchange on which registered

Common Stock, $0.0001 par value

SDOT

The Nasdaq Stock 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 1.02 Termination of a Material Definitive Agreement.

To the extent required by Item 1.02, the information

contained in Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers;

Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of Chief Financial Officer.

On August 24, 2026, Mr. Oren Attiya, 44, notified

Sadot Group Inc. (the “Company”) of his resignation from the position of Chief Financial Officer of the Company, and from

his designation as the Company’s principal financial officer and principal accounting officer, and from each other office and position

held by him with the Company and its subsidiaries, in each case effective as of August 23, 2026. Mr. Attiya provided the services of the

Company’s Chief Financial Officer through CO-Finance Financial and Accounting Consulting Ltd. (“CO-Finance”), of which

he is the sole shareholder, pursuant to the Consulting Agreement described in Item 5.02(e) below. The Board of Directors of the Company

(the “Board”) accepted Mr. Attiya’s resignation effective as of the same date.

On August 24, 2026, the Board appointed Haggai Ravid,

65, the Company’s Chief Executive Officer and a member of the Board, to serve as the Company’s Interim Chief Financial Officer,

and designated Mr. Ravid as the Company’s principal financial officer and principal accounting officer, in each case effective immediately

upon the effectiveness of Mr. Attiya’s resignation and until his successor is duly appointed and qualified or until his earlier

resignation or removal. Mr. Ravid will continue to serve as the Company’s Chief Executive Officer and principal executive officer.

The Board has commenced a search for a permanent Chief Financial Officer.

Mr. Ravid joined the Company as Chief Executive Officer

on May 28, 2025 and has served as a member of the Board since that time. Mr. Ravid has over three decades of experience in global finance,

investment banking and strategic advisory roles. From December 2022 to December 2024, Mr. Ravid served as the Chief Financial Officer

of Seamless Group Inc. (Nasdaq: CURR). From 2006 to 2022, Mr. Ravid served as the Chief Executive Officer of Cukierman & Company Investment

House Ltd., a cross-border advisory firm based in Israel. Earlier in his career, Mr. Ravid held executive and partnership roles at MBI

in Tel Aviv and Twin Triangle Financial in Los Angeles, and served as a loan officer and credit committee member at the Los Angeles office

of Bank Leumi. Mr. Ravid holds an M.B.A. from Rutgers University and a bachelor’s degree from the Hebrew University of Jerusalem.

Mr. Ravid will not receive any additional compensation

for his service as Interim Chief Financial Officer. No plan, contract, arrangement, grant or award, whether written or unwritten, was

entered into or materially amended in connection with his appointment.

Mr. Ravid is a director and a shareholder of Newton

Incorporation Limited, which has been engaged by the Company for investor relations purposes. Other than as described in this paragraph,

there are no transactions since the beginning of the Company’s last fiscal year, or currently proposed, to which the Company is

or was a participant and in which Mr. Ravid has or had a direct or indirect material interest that would be required to be disclosed pursuant

to Item 404(a) of Regulation S-K.

There is no family relationship between Mr. Ravid

and any director or executive officer of the Company, and there is no arrangement or understanding between Mr. Ravid and any other person

pursuant to which Mr. Ravid was appointed as Interim Chief Financial Officer.

(e) Termination and Mutual Release Agreement.

On August 24, 2026, the Company entered into a Termination

and Mutual Release Agreement (the “Separation Agreement”) with CO-Finance and Mr. Attiya. The Separation Agreement terminates,

effective as of August 23, 2026, the Consulting Agreement dated December 3, 2025 among the Company, CO-Finance and Mr. Attiya, pursuant

to which CO-Finance provided the services of Mr. Attiya as the Company’s Chief Financial Officer, and waives the ninety (90) day

notice period provided for therein. The confidentiality, non-competition, non-solicitation and invention assignment undertaking attached

as Schedule A to the Consulting Agreement, and specified other provisions of the Consulting Agreement, survive in accordance with their

terms.

Under the Separation Agreement, the Company agreed

to issue to Mr. Attiya 6,000 shares of the Company’s common stock, par value $0.0001 per share, under the Company’s 2025 Equity

Incentive Plan. The shares will be issued in a transaction not involving any public offering, in reliance upon the exemption from registration

provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation S promulgated thereunder, and will constitute

“restricted securities” within the meaning of Rule 144 thereunder.

The Separation Agreement also contains mutual releases

of claims by the Company and by CO-Finance and Mr. Attiya, subject to specified exclusions; covenants regarding confidentiality of the

terms of the Separation Agreement, non-disparagement and the return of Company property; a covenant of Mr. Attiya to cooperate with the

Company in connection with the transition of his former responsibilities and any audit, litigation, investigation or regulatory matter

relating to periods during which he served the Company; and a provision confirming that nothing in the Separation Agreement or in any

related agreement or Company policy limits the ability of CO-Finance or Mr. Attiya to communicate with, or participate in any investigation

or proceeding conducted by, any governmental agency or self-regulatory organization.

The foregoing description of the Separation Agreement

does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Separation Agreement,

which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking

statements, including statements regarding the Company’s search for a permanent Chief Financial Officer, the interim leadership

of the Company’s financial reporting function, the anticipated issuance of shares under the Separation Agreement and the Company’s

continued compliance with the listing rules of The Nasdaq Stock Market LLC. These statements are often characterized by terminology such

as “believes,” “may,” “anticipates,” “should,” “intends,” “plans,”

“will,” “expects,” “estimates,” “projects” and similar expressions, and are based on assumptions

and assessments made in light of management’s experience and perception of historical trends, current conditions and expected future

developments. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of

which are outside of the Company’s control. Important factors that could cause actual results to differ materially from forward-looking

statements are described in the sections titled “Risk Factors” in the Company’s filings with the Securities and Exchange

Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well as its Current Reports on

Form 8-K. Forward-looking statements in this Current Report are made as of the date hereof, and the Company undertakes no duty to update

or revise any such statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1*

Termination and Mutual Release Agreement, dated as of August 24, 2026, among Sadot Group Inc., CO-Finance Financial and Accounting Consulting Ltd. and Oren Attiya (including the letter of resignation attached as Exhibit A thereto)

104

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

† Includes management contracts and compensation

plans and arrangements

* Filed herewith.

SIGNATURES

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, thereunto duly authorized.

SADOT GROUP INC.

By: /s/ Haggai Ravid

Name: Haggai Ravid

Title: Chief Executive Officer

Date: August 25, 2026

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