Sadot Group Inc. Files 8-K on Corporate Changes

TL;DR

Sadot Group Inc. filed an 8-K detailing corporate changes and amendments.

AI Summary

Sadot Group Inc. filed an 8-K on October 16, 2024, reporting material modifications to security holder rights and amendments to its articles of incorporation or bylaws. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company, formerly known as Muscle Maker, Inc., is incorporated in Nevada and headquartered in Fort Worth, Texas.

Why It Matters

This filing indicates significant corporate actions by Sadot Group Inc., which could impact the rights of its security holders and its governing documents.

Risk Assessment

Risk Level: low — The filing is a standard corporate disclosure and does not inherently present immediate financial risk.

Key Players & Entities

• Sadot Group Inc. (company) — Filer of the 8-K
• Muscle Maker, Inc. (company) — Former name of Sadot Group Inc.
• October 16, 2024 (date) — Date of the earliest event reported
• Nevada (jurisdiction) — State of incorporation
• Fort Worth, Texas (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value SDOT The Nasdaq Stock Marke
• $1.00 — ice of the Company's Common Stock above $1.00 per share with the goal of bringing the

Filing Documents

• sdot-20241016.htm (8-K) — 31KB
• ex31certificateofchange.htm (EX-3.1) — 1KB
• ex-9914.htm (EX-99.1) — 10KB
• ex31certificateofchange001.jpg (GRAPHIC) — 220KB
• imagea.jpg (GRAPHIC) — 95KB
• 0001701756-24-000153.txt ( ) — 615KB
• sdot-20241016.xsd (EX-101.SCH) — 2KB
• sdot-20241016_lab.xml (EX-101.LAB) — 24KB
• sdot-20241016_pre.xml (EX-101.PRE) — 14KB
• sdot-20241016_htm.xml (XML) — 3KB

03 Material Modification to Rights of Security Holders

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.

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

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-ten (the "Reverse Stock Split"). On October 9, 2024, 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 am eastern on October 18, 2024. As a result of the Reverse Stock Split, every 10 shares of the Company's common stock issued and outstanding on the effective date will be consolidated into one issued and outstanding share. All stockholders who would be entitled to receive fractional shares as a result of the Reverse Stock Split will receive one whole share for their fractional share interest. There was no change in the par value of our common stock. 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 bringing the Company back into compliance with Nasdaq Listing Rule 5550(a)(2). The Company will have regained compliance once the Company's Common Stock trades at or above $1.00 for a minimum of 10 consecutive trading days, at which time Nasdaq will provide the Company with notice that it has regained compliance. The Company's common stock will begin trading on a split-adjusted basis on The Nasdaq Capital Market at the commencement of trading on October 18, 2024 under the Company's existing symbol "SDOT." The Company's common stock has been assigned a new CUSIP number of 627333305 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 200 million to 20 million. 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

Forward-Looking Statements

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.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 16, 2024, the Company issued a press release titled, "Sadot Group Inc. Announces 1-for-10 Reverse Stock Split." A copy of the press release is attached hereto as Exhibit 99.1.

01 Financial Statements and Exhibits

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 October 9, 2024 99.1 Press Release dated October 16, 2024 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/ Michael Roper Name: Michael Roper Title: Chief Executive Officer Date: October 16, 2024

View Full Filing

View this 8-K filing on SEC EDGAR