Sadot Group Inc. Files 8-K with Material Agreement

TL;DR

Sadot Group signed a big deal, filing an 8-K. Details to follow.

AI Summary

Sadot Group Inc. (formerly Muscle Maker, Inc.) entered into a material definitive agreement on April 11, 2024. The company, incorporated in Nevada with its principal executive offices in Fort Worth, Texas, filed this 8-K report on April 17, 2024. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates a significant new agreement for Sadot Group Inc., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, requiring further analysis of the agreement's terms.

Key Numbers

• 001-39223 — Commission File Number (SEC filing identifier for Sadot Group Inc.)
• 47-2555533 — IRS Employer Identification No. (Tax identification number for Sadot Group Inc.)

Key Players & Entities

• Sadot Group Inc. (company) — Filer
• Muscle Maker, Inc. (company) — Former company name
• April 11, 2024 (date) — Date of earliest event reported
• April 17, 2024 (date) — Date of report filing
• Nevada (jurisdiction) — State of incorporation
• Fort Worth, Texas (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value SDOT The Nasdaq Stock Marke
• $25 million — e Investor has agreed to purchase up to $25 million of the Company's shares of common stock
• $4,000,000 — the Company in the aggreagete amount of $4,000,000 (each, a " Pre-Advance "), with each Pr
• $3,000,000 — Pre-Advance, in the principal amount of $3,000,000, was on September 23, 2023. The second
• $1,000,000 — ber 23, 2023. The second Pre-Advance of $1,000,000 was advanced on October 30, 2023. On
• $350,000 — 1, 2024 each in the principal amount of $350,000 plus an 8% payment premium and accrued

Filing Documents

• sdot-20240411.htm (8-K) — 27KB
• ex-101letteragreementbyand.htm (EX-10.1) — 21KB
• picture1a.jpg (GRAPHIC) — 6KB
• 0001701756-24-000081.txt ( ) — 189KB
• sdot-20240411.xsd (EX-101.SCH) — 2KB
• sdot-20240411_lab.xml (EX-101.LAB) — 23KB
• sdot-20240411_pre.xml (EX-101.PRE) — 13KB
• sdot-20240411_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed in its Current Report on Form 8-K that was filed with the Securities and Exchange Commission on September 26, 2023, Sadot Group Inc., a Nevada corporation (the " Company "), entered into a Standby Equity Purchase Agreement (the " SEPA ") with YA II PN, Ltd. (the " Investor "), pursuant to which the Investor has agreed to purchase up to $25 million of the Company's shares of common stock (the " Common Stock "). Pursuant to the SEPA, the Investor provided pre-advances to the Company in the aggreagete amount of $4,000,000 (each, a " Pre-Advance "), with each Pre-Advance evidenced by a convertible promissory note (each, a " Note "). The first Pre-Advance, in the principal amount of $3,000,000, was on September 23, 2023. The second Pre-Advance of $1,000,000 was advanced on October 30, 2023. On April 10, 2024, the Company and the Investor entered into a letter agreement (the " Letter Agreement ") to amend the terms of the remaining outstanding Note providing that the Company will make payments on May 1, 2024, June 1, 2024 and July 1, 2024 each in the principal amount of $350,000 plus an 8% payment premium and accrued interest. During the period through August 1, 2024, the Investor agreed that the application of any monthly payments that may become due and payable pursuant to Section 1(c) of the Notes (i.e., as a result of a Floor Price Trigger, or Exchange Cap Trigger) shall be suspended and the Investor shall not effect any Investor Notices of Conversions Notices, unless the Conversion Price is equal to the Fixed Price as such terms are defined in the SEPA, or with the consent of the Company. The foregoing description of the Letter Agreement is qualified in their entirety by reference to the full text of the Letter Agreement, a copy of which is attached hereto as Exhibits 10.1 and which is incorporated herein in its entirety by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Index of Exhibits Exhibit No. Description 10.1 Letter Agreement by and between Sadot Group Inc. and YA II PN, Ltd. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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/ Jennifer Black Name: Jennifer Black Title: Chief Financial Officer Date: April 17, 2024

View Full Filing

View this 8-K filing on SEC EDGAR