Form 8-K

8-K — Sadot Group Inc.

Accession: 0001731122-26-000782

Filed: 2026-05-22

Period: 2026-05-22

CIK: 0001701756

SIC: 5810 (RETAIL-EATING & DRINKING PLACES)

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — e7665_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (e7665_ex3-1.htm)

EX-99.1 — EXHIBIT 99.1 (e7665_ex99-1.htm)

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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): May

22, 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 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 3.03 Material Modification to Rights of Security

Holders.

To the extent required by Item 3.03, the information

contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

The Board of Directors (the “Board”) of

Sadot Group Inc. (“the Company”) unanimously approved a reverse split of the Company’s common stock at a ratio of one-for-twenty

(the “Reverse Stock Split”) pursuant to a unanimous written consent dated May 21, 2026.

On May 22, 2026, the Company filed a Certificate of

Change Pursuant to NRS 78.209 with the Nevada Secretary of State to effect the Reverse Stock Split, which will become effective 12:01

a.m. eastern on May 27, 2026. As a result of the Reverse Stock Split, every 20 shares of the Company’s common stock issued and outstanding

on the effective date will be consolidated into one issued and outstanding share. Stockholders who would be entitled to receive fractional

shares as a result of the Reverse Stock Split will receive a cash payment in lieu of fractional shares equal to the fraction multiplied

by the closing price on May 27, 2026. There was no change in the par value of our common stock.

As previously disclosed, the Company has been working

to regain compliance with Nasdaq’s minimum bid price requirement. The Company is effectuating the Reverse Stock Split to raise the

per share bid price of the Company’s Common Stock above $1.00 per share with the goal of complying with Nasdaq Listing Rule 5550(a)(2).

The Company’s common stock will begin trading

on a split-adjusted basis on The Nasdaq Capital Market at the commencement of trading on May 27, 2026 under the Company’s existing

symbol “SDOT.” The Company’s common stock has been assigned a new CUSIP number of 627333503 in connection with the Reverse

Stock Split.

The Certificate of Change also decreased the number

of authorized shares of the Company’s common stock from 250,000,000 to 12,500,000.

In addition, proportionate adjustments will be made

to the exercise prices of the Company’s outstanding stock options and warrants and to the number of shares issued and issuable under

the Company’s existing stock incentive plans. The foregoing description of the Certificate of Change does not purport to be complete

and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Change, which is attached as

Exhibit 3.1 to this Current Report on Form 8-K.

Forward-Looking Statements This Current Report on

Form 8-K contains forward-looking statements. Forward-looking statements may include, but are not limited to, statements related to the

Reverse Stock Split, the effectiveness of the Certificate of Change, and the Company’s ability to regain compliance with Nasdaq’s

minimum bid price requirement, as well as statements, other than historical facts, that address activities, events or developments that

the company intends, expects, projects, believes or anticipates will or may occur in the future. These statements are often characterized

by terminology such as “believes,” “hopes,” “may,” “anticipates,” “should,”

“intends,” “plans,” “will,” “expects,” “estimates,” “projects,”

“positioned,” “strategy” and similar expressions and are based on assumptions and assessments made in light of

management’s experience and perception of historical trends, current conditions, expected future developments and other factors

believed to be appropriate. Forward-looking statements in this Current Report on Form 8-K are made as of the date of this Current Report

on Form 8-K, and the Company undertakes no duty to update or revise any such statements, whether as a result of new information, future

events or otherwise. 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, developments and business decisions

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 reports on Form 8-K, and include whether the Company will be successful in maintaining the listing of its Common Stock

on Nasdaq and the effects of the Reverse Stock Split.

Item 7.01 Regulation FD Disclosure.

On May 22, 2026, the Company issued a press release

titled, “Sadot Group Announces 1-for-20 Reverse Stock Split.” A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits (d) Index of Exhibits

Exhibit No.

Description

3.1

Certificate of Change Pursuant to NRS 78.209 filed with the Nevada Secretary of State on May 22, 2026

99.1

Press Release dated May 22, 2026

104

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange

Act 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: May 22, 2026

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: e7665_ex3-1.htm · Sequence: 2

EXHIBIT 3.1

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: e7665_ex99-1.htm · Sequence: 3

EXHIBIT 99.1

Sadot Group Announces 1-for-20 Reverse Stock Split

BURLESON,

TX / ACCESSWIRE / May 22, 2026 /Sadot Group Inc. (NASDAQ:

SDOT) (“Sadot” or the “Company”), today announced that it will effect a 1-for-20 reverse stock

split (the “Reverse Stock Split”) of its common stock.

The Reverse Stock Split will become effective at 12:01

a.m. Eastern Time on May 27, 2026. The common stock will continue to trade on The Nasdaq Capital Market under the symbol “SDOT”

and will begin trading on a post-split basis when the market opens on May 27, 2026. The new CUSIP number for the common stock following

the Reverse Stock Split will be 627333503.

The Reverse Stock Split was approved by the Company’s

Board of Directors on May 21, 2026, and primarily intended to bring the Company into compliance with the minimum $1.00 per share requirement

for continued listing on NASDAQ.

As a result of the Reverse Stock Split, every 20 shares

of Sadot’s issued and outstanding common stock will be automatically converted into one issued and outstanding share of common stock

without any change in the par value of $0.0001 per share. The Reverse Stock Split will reduce the number of issued and outstanding shares

of the Company’s common stock from approximately 14.8 million shares to approximately 744 thousand shares. The total number of shares

of common stock authorized for issuance will then be reduced by a corresponding proportion from 250,000,000 shares to 12,500,000 shares.

The Company is a Nevada corporation, and pursuant to the Nevada Revised Statutes, shareholder approval was not required to effect the

Reverse Stock Split as both the number of authorized shares of the Common Stock and the number of issued and outstanding shares of the

Common Stock were proportionally reduced as a result of the Reverse Stock Split.

Proportional adjustments will be made to the number

of shares of common stock issuable upon exercise or vesting of the Company’s outstanding stock options and restricted stock units

as well as the applicable exercise or conversion prices, and to the number of shares issuable under the Company’s equity incentive

plans and other existing agreements. No fractional shares will be issued in connection with the reverse split. Stockholders who would

otherwise be entitled to receive a fractional share will instead receive a cash payment. The Reverse Stock Split will affect all common

stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity.

Sadot’s transfer agent, Computershare, Inc.,

will provide information to stockholders regarding their stock ownership following the Reverse Stock Split. Stockholders holding their

shares in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the Reverse Stock

Split as their accounts will be automatically adjusted to reflect the number of shares owned. Beneficial holders are encouraged to contact

their bank, broker or other nominee with any procedural questions.

About Sadot Group Inc.

Sadot Group Inc. is headquartered in Burleson, Texas

with subsidiary operations throughout the world. For more information, please visit www.sadotgroupinc.com.

Forward-Looking Statements

This press release may include “forward-looking

statements” pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. To

the extent that the information presented in this press release discusses financial projections, information, or expectations about our

business plans, results of operations, products, or markets, or otherwise makes statements about future events, such statements are forward-looking.

Such forward-looking statements can be identified by the use of words such as “should”, “may,” “intends,”

“anticipates,” “believes,” “estimates,” “projects,” “forecasts,” “expects,”

“plans,” and “proposes.” Although we believe that the expectations reflected in these forward-looking statements

are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially

from such forward-looking statements. You are urged to carefully review and consider any cautionary statements and other disclosures,

including the statements made under the heading “Risk Factors” and elsewhere in documents that we file from time to time with

the SEC. Forward-looking statements speak only as of the date of the document in which they are contained, and Sadot Group, Inc., does

not undertake any duty to update any forward-looking statements except as may be required by law.

Investor Relations:

IR@sadotco.com

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