Sadot Group Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Sadot Group Inc. filed an 8-K on Dec 3rd for a material agreement and equity sales.

AI Summary

Sadot Group Inc. announced on December 3, 2024, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided updates on financial statements and exhibits. The filing was made on December 4, 2024, and pertains to events as of December 3, 2024.

Why It Matters

This 8-K filing indicates significant corporate activity for Sadot Group Inc., including a new material agreement and potential equity transactions, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Sadot Group Inc. (company) — Filer of the 8-K report
• December 3, 2024 (date) — Date of earliest event reported
• December 4, 2024 (date) — Date of filing

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value SDOT The Nasdaq Stock Marke
• $3.75 million — Purchasers") and issued an aggregate of $3.75 million aggregate principal amount of convertib
• $3.0 m — gregate gross proceeds of approximately $3.0 million, before deducting fees to the pla
• $4.10 — s. The conversion price of the Notes is $4.10 per share of common stock. The Notes in

Filing Documents

• sdot-20241203.htm (8-K) — 33KB
• ex-101.htm (EX-10.1) — 270KB
• ex-102.htm (EX-10.2) — 157KB
• ex-103.htm (EX-10.3) — 218KB
• ex-9917.htm (EX-99.1) — 10KB
• newlogo_final.jpg (GRAPHIC) — 28KB
• 0001701756-24-000181.txt ( ) — 992KB
• sdot-20241203.xsd (EX-101.SCH) — 2KB
• sdot-20241203_lab.xml (EX-101.LAB) — 23KB
• sdot-20241203_pre.xml (EX-101.PRE) — 13KB
• sdot-20241203_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 3, 2024, Sadot Group Inc. (the "Company"), entered into a Purchase Agreement (the "Agreement") and Registration Rights Agreement (the "Registration Rights Agreement") with institutional investors ("Purchasers") and issued an aggregate of $3.75 million aggregate principal amount of convertible senior notes due in 2025 (the "Notes") for aggregate gross proceeds of approximately $3.0 million, before deducting fees to the placement agent and other expenses payable by the Company (the "Offering"). RBW Capital Partners LLC, offering all securities through Dominari Securities LLC, served as the exclusive placement agent for the Offering. The Offering closed on December 4, 2024. Pursuant to the Agreement, the Notes were issued with an original issue discount of 20%. The Notes will mature on December 4, 2025, unless earlier converted upon the satisfaction of certain conditions. The conversion price of the Notes is $4.10 per share of common stock. The Notes include a "Most Favored Nation" clause which grants to the Purchasers the right to claim better conversion terms should the Company provide such to any as long as the Notes are outstanding. The Purchasers will be prohibited from effecting a conversion of the Notes to the extent that, as a result of such conversion, a Purchaser would beneficially own more than 9.99% of the shares of common stock outstanding immediately after giving effect to such conversion. The Company agreed to register the shares of common stock underlying the Notes for resale under a Registration Statement on Form S-3, pursuant the Securities Act of 1933. The Company must file a registration statement by the 10 th day following the closing date. The Notes contain a covenant prohibiting the Company to incur, guarantee or assume any indebtedness, other than certain permitted indebtedness, create or allow or suffer any mortgage, lien, security interest or other encumbrance on its prop

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The Company issued and sold the Notes and any shares of common stock issuable upon conversion of the Notes in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") by virtue of Section 4(a)(2) thereof and/or Rule 506 of Regulation D thereunder. In connection with the Purchasers' execution of the Agreement, the Purchasers represented to us that they are each an "accredited investor" as defined in Regulation D of the Securities Act and that the securities to be purchased by them will be acquired solely for their own account and not with a view to or for distributing or reselling such securities or any part thereof in violation of the Securities Act or any applicable state securities law.

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 3, 2024, the Company issued a press release announcing the Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The disclosure in Item 7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the Securities and Exchange Commission in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed "filed" for any purpose.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Index of Exhibits Exhibit No. Description 10.1 Form of Securities Purchase Agreement by and between Sadot Group Inc. and Purchasers dated December 3, 2024 * 10.2 Form of Registration Rights Agreement by and between Sadot Group Inc. and Purchasers dated December 3, 2024 10.3 Form of Senior Convertible Note dated December 4, 2024 99.1 Press Release of Sadot Group Inc. dated December 3, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Exhibits, disclosure schedules and other schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such exhibits, disclosure schedules and other schedules, or any section thereof, to the SEC upon request.

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: December 4, 2024

View Full Filing

View this 8-K filing on SEC EDGAR