Form 8-K

8-K — Sadot Group Inc.

Accession: 0001731122-26-000838

Filed: 2026-06-10

Period: 2026-06-08

CIK: 0001701756

SIC: 5810 (RETAIL-EATING & DRINKING PLACES)

Item: Entry into a Material Definitive Agreement

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

Item: Financial Statements and Exhibits

Documents

8-K — e7703_8-k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (e7703_ex3-1.htm)

EX-10.1 — EXHIBIT 10.1 (e7703_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (e7703_ex10-2.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): June

8, 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 1.01. Entry into a Material Definitive Agreement.

On June 8, 2026, Sadot Group Inc. (the “Company”)

entered into an Amendment to Share Purchase Agreement (the “SPA Amendment”) with Shrvan Kumar Yadav (the “Seller”),

amending that certain Share Purchase Agreement dated June 2, 2026 (the “Original SPA”) pursuant to which the Company acquired

all of the issued and outstanding shares of Anira Consulting FZC, a company incorporated in Sharjah, United Arab Emirates (the “Target”

or “Anira”), on June 2, 2026.

The SPA Amendment provides that the 1,000 shares of

Series B Preferred Stock to be issued as part of the consideration under the Original SPA shall be non-convertible (the “Series

B Preferred Stock”) and that the previously contemplated Convertible Promissory Note in the principal amount of USD $5,000,000 shall

be replaced in its entirety with a non-convertible Promissory Note in the same principal amount (the “Note”).

The aggregate purchase price for the acquisition remains

USD $12,000,000, consisting of:

● 135,000

shares of the Company’s common stock, par value $0.0001 per share (valued at $3.00

per share, aggregate value USD $405,000);

● 1,000

shares of Series B Preferred Stock with a stated value of $6,595 per share (aggregate stated

value USD $6,595,000); and

● the

Note in the principal amount of USD $5,000,000.

The Series B Preferred Stock is non-voting and has

a liquidation preference equal to the stated value (plus any declared but unpaid dividends), pari passu treatment with common stock for

dividends and distributions, and a right for the Company (at its sole option) to redeem all or any portion of the outstanding shares at

the stated value (plus any accrued and unpaid dividends). The Series B Preferred Stock has no conversion rights into common stock or any

other equity securities of the Company.

The Note is a zero-interest promissory note maturing

on June 2, 2028. The Company may prepay all or any portion of the Note at any time prior to maturity upon at least five (5) Business Days’

prior written notice, with the prepayment amount equal to the principal being prepaid multiplied by (1 minus the Discount Percentage).

The Discount Percentage equals the number of full calendar months remaining until maturity multiplied by 1% per month. The Note contains

customary events of default and is governed by the laws of the State of Nevada.

The SPA Amendment and the issuance of the securities

thereunder were approved by the Company’s Board of Directors on June 8, 2026. The transactions remain exempt from registration under

the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation D promulgated thereunder.

The foregoing descriptions of the SPA Amendment and

the Note do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA Amendment (including

the form of Note attached as an exhibit thereto), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated

herein by reference. The Original SPA was previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on or

about June 3, 2026.

Item 5.03. Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

On or about June 8, 2026, the Company filed with the

Secretary of State of the State of Nevada a Certificate of Amendment to Designation for its Series B Preferred Stock (the “Amended

COD”), amending the prior designation of the series. The Amended COD was adopted by resolution of the Board of Directors pursuant

to authority granted in the Company’s Articles of Incorporation (no stockholder approval was required for this amendment effected

prior to issuance of any shares of the series).

The Amended COD designates 1,000 shares of Series

B Preferred Stock, par value $0.0001 per share, with a stated value of $6,595 per share. The Series B Preferred Stock is non-convertible

and non-voting. In the event of any liquidation, dissolution or winding up of the Company, holders of Series B Preferred Stock are entitled

to receive, prior to any distribution to holders of common stock (but subject to any senior preferred stock, including the Company’s

existing Series A Preferred Stock), an amount per share equal to the stated value (plus any declared but unpaid dividends). The Series

B Preferred Stock ranks pari passu with the common stock with respect to dividends and distributions. The Company has the right, at its

sole option and discretion, at any time and from time to time, to redeem all or any portion of the outstanding Series B Preferred Stock

at a redemption price equal to the stated value per share (plus any declared but unpaid dividends). Fractional shares are rounded up to

the next whole share. The Amended COD contains other customary provisions regarding record holders and related matters.

The foregoing description of the Amended COD is qualified

in its entirety by reference to the full text of the Amended COD, a copy of which is filed as Exhibit 3.1 to this Current Report on Form

8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

3.1

Certificate of Amendment to Designation of Series B Preferred Stock of Sadot Group Inc. (filed with the Nevada Secretary of State on or about June 8, 2026)

10.1

Amendment to Share Purchase Agreement dated June 8, 2026, by and between Sadot Group Inc. and Shrvan Kumar Yadav (including form of Promissory Note as Exhibit B-1 thereto)

10.2

Promissory Note payable to Shrvan Kumar Yadav in the principal amount of $5,000,000

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/ Chagay Ravid

Name:

Chagay Ravid

Title:

Chief Executive Officer

Date: June 10, 2026

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: e7703_ex3-1.htm · Sequence: 2

EXHIBIT 3.1

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: e7703_ex10-1.htm · Sequence: 3

EXHIBIT 10.1

Amendment to Share Purchase Agreement

This Amendment to the Share Purchase

Agreement (this “Amendment”), dated as of June 8, 2026 (the “Amendment Date”), is entered into by

and between Sadot Group Inc., a Nevada corporation (the “Buyer”), and Shrvan Kumar Yadav (the “Seller”).

RECITALS

WHEREAS, the Buyer and the

Seller entered into that certain Share Purchase Agreement dated June 2, 2026 (the “SPA”), pursuant to which the Buyer

agreed to acquire from the Seller all of the issued and outstanding shares of Anira Consulting FZC; and

WHEREAS, the parties desire

to amend the SPA to provide that the Series B Preferred Stock shall be non-convertible and that the Convertible Promissory Note shall

be replaced with a promissory note, on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration

of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of

which are hereby acknowledged, the parties hereto agree as follows:

1. Defined Terms. Capitalized terms used but not defined in this Amendment shall have the meanings

ascribed to them in the SPA.

2. Amendments to Article 1 (Definitions).

The definition of “Preferred Shares”

in Section 1.1 is hereby amended and restated in its entirety as follows:

“Preferred Shares” means

the Series B Non-Convertible Preferred Stock of the Buyer to be issued as part of the Consideration Shares as described in Section

2.4, having such rights and preferences as set forth in the Certificate of Designation as attached hereto as Exhibit A (the “Certificate

of Designation”), as amended to reflect the non-convertible terms set forth herein and in the amended Certificate of Designation.

o The definition of “Convertible Promissory

Note” (and all references to the “Convertible Promissory Note” or “Convertible Promissory Note Consideration”)

throughout the SPA is hereby amended to refer to the “Promissory Note” (promissory note in the form attached hereto

as Exhibit B-1 (the “Promissory Note”)), and all references to convertibility or conversion features of such

note are deleted.

3. Amendments to Article 2 (Purchase Price and Consideration).

o Section 2.3 is hereby amended and restated in

its entirety as follows:

“2.3 Promissory Note Consideration

At Closing, the Buyer shall issue to the Designated Recipient(s) the Promissory Note (the “Promissory Note Consideration”)

in the aggregate principal amount of USD $5,000,000. The Promissory Note shall not be convertible into shares of common stock of the Buyer.”

Section 2.4 is hereby amended and restated

in its entirety as follows:

“2.4 Preferred Share Consideration

The balance of the Purchase Price ... shall be satisfied by the issuance to the Designated Recipient(s) of Preferred Shares of the Buyer

(the “Preferred Shares Consideration”) representing a value of USD $6,595,000. The Preferred Shares shall be non-convertible.”

Section 2.5 (Conversion Limitation) is hereby

deleted in its entirety, as it is no longer applicable. All references to conversion, Conversion Cap, or related limitations throughout

the SPA are deleted or conformed accordingly.

4. Exhibits.

Exhibit A (Certificate of Designation) is

replaced with an amended Certificate of Designation reflecting the non-convertible nature of the Series B Preferred Stock (to be filed

promptly with the Nevada Secretary of State).

Exhibit B (Convertible Promissory Note) is

replaced with the form of Promissory Note attached hereto as Exhibit B-1.

5. Ratification. Except as expressly amended by this Amendment, the SPA remains in full force and

effect and is ratified and confirmed in all respects. In the event of any conflict between this Amendment and the SPA, this Amendment

shall control.

6. Governing Law. This Amendment shall be governed by the laws of the State of Nevada, without regard

to conflict of laws principles.

7. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an

original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.

IN WITNESS WHEREOF, the parties have executed

this Amendment as of the Amendment Date.

SADOT GROUP INC.

By: /s/ Haggai Ravid

Name: Haggai Ravid

Title: CEO

SELLER

/s/ Shrvan Kumar Yadav

Shrvan Kumar Yadav

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: e7703_ex10-2.htm · Sequence: 4

EXHIBIT 10.2

PROMISSORY NOTE

$5,000,000

Issuance Date: June 2, 2026

Maturity Date: June 2, 2028

FOR VALUE RECEIVED, Sadot Group Inc., a

Nevada corporation (the “Maker”), with its principal office at 295 E. Renfro Street, Suite 300, Burleson, Texas 76028,

hereby promises to pay to Shrvan Kumar Yadav or his registered assigns (the “Holder”), the principal sum of Five Million

United States Dollars (USD $5,000,000) (the “Principal Amount”) on the Maturity Date (as defined below), or such earlier

date as the Principal Amount may become due and payable hereunder, in accordance with the terms of this Promissory Note (this “Note”).

This Note is issued pursuant to that certain Share

Purchase Agreement dated June 2, 2026 (the “SPA”) between the Maker and the Holder (or his Designated Recipient(s))

and is one of the “Convertible Promissory Note Consideration” referenced therein. Capitalized terms used but not defined herein

shall have the meanings given to them in the SPA.

1. Interest. This Note shall bear interest

at the rate of zero percent (0%) per annum. No interest shall accrue or be payable on the Principal Amount.

2. Maturity. The entire unpaid Principal

Amount shall be due and payable in full on June 2, 2028 (the “Maturity Date”), unless earlier paid.

3. Prepayment at Option of Maker. The Maker

may, at its sole option and discretion, prepay all or any portion of the outstanding Principal Amount at any time prior to the Maturity

Date upon not less than five (5) Business Days’ prior written notice to the Holder. The amount payable upon any such prepayment

(the “Prepayment Amount”) shall be equal to the portion of the Principal Amount being prepaid multiplied by (1 –

Discount Percentage).

The “Discount Percentage” shall

equal the number of full calendar months remaining between the date of prepayment and the Maturity Date multiplied by one percent (1%).

By way of example, if the entire Principal Amount is prepaid four (4) full calendar months after the Issuance Date, twenty (20) full calendar

months will remain until the Maturity Date, resulting in a twenty percent (20%) discount, so that the Prepayment Amount for the full Principal

Amount shall be $4,000,000.

Any partial prepayment shall be applied first to the

portion of the Principal Amount being prepaid. Upon payment of the Prepayment Amount, the corresponding portion of this Note shall be

cancelled and of no further force or effect.

4. Intentionally Left Blank.

5. Events of Default. The occurrence of any

of the following shall constitute an “Event of Default”: (i) the Maker fails to pay any amount when due hereunder; (ii) the

Maker breaches any material covenant or agreement contained in this Note or the SPA; or (iii) the Maker becomes subject to bankruptcy,

insolvency or similar proceedings. Upon an Event of Default, the Holder may declare the entire Principal Amount immediately due and payable.

6. Governing Law. This Note shall be governed

by and construed in accordance with the laws of the State of Nevada, without regard to conflict of laws principles. Any dispute shall

be subject to the exclusive jurisdiction of the state and federal courts located in Carson City, Nevada, as provided in the SPA.

7. Miscellaneous.

(a) Entire Agreement. This Note, together with

the Share Purchase Agreement dated June 2, 2026 between the Maker and the Holder (or his Designated Recipient(s)) (the “SPA”),

constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous

agreements, understandings, negotiations and discussions, whether oral or written.

(b) Amendments and Waivers. No amendment, modification,

supplement or waiver of any provision of this Note shall be effective unless it is in writing and signed by both the Maker and the Holder.

No waiver of any breach shall constitute a waiver of any subsequent breach.

Note is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not

in any way be affected or impaired thereby.

(d) Successors and Assigns. This Note shall

be binding upon and inure to the benefit of the Maker, the Holder, and their respective successors and permitted assigns. The Holder may

not assign or transfer this Note or any interest herein except in compliance with applicable federal and state securities laws and the

terms of the SPA.

(e) Notices. All notices, demands, requests

and other communications required or permitted hereunder shall be in writing and shall be given in the manner and to the addresses set

forth in Schedule B to the SPA (or to such other address as a party may designate in writing).

(f) Headings. The headings contained in this

Note are for reference purposes only and shall not affect the meaning or interpretation of this Note.

(g) Counterparts and Electronic Execution.

This Note may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute

one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or DocuSign) shall be as effective

as delivery of a manually executed counterpart.

(h) Further Assurances. Each party agrees to

execute and deliver such further documents and instruments and to take such other actions as may be reasonably necessary or appropriate

to carry out the purposes of this Note.

(i) No Waiver; Cumulative Remedies. No failure

or delay by the Holder in exercising any right, power or remedy hereunder shall operate as a waiver thereof. All remedies provided herein

are cumulative and in addition to any remedies provided by law.

(j) Costs and Expenses. The Maker shall pay

all reasonable costs and expenses (including attorneys’ fees) incurred by the Holder in connection with the enforcement of this

Note following an Event of Default.

(k) Conflict with SPA. In the event of any

inconsistency between the terms of this Note and the SPA, the provisions of the SPA shall control.

(l) No Third-Party Beneficiaries. Nothing in

this Note, express or implied, is intended to or shall confer upon any person other than the parties hereto and their respective successors

and permitted assigns any rights or remedies hereunder.

IN WITNESS WHEREOF, the Maker has caused this

Promissory Note to be duly executed as of the Issuance Date first above written.

SADOT GROUP INC.

By: /s/Haggai Ravid

Name: Haggai Ravid

Title: Chief Executive Officer

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Jun. 08, 2026

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-Number 240

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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-Name Securities Act

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