Sadot Group Inc. Files 8-K on Corporate Changes

TL;DR

Sadot Group Inc. (formerly Muscle Maker) filed an 8-K detailing corporate changes and bylaws amendments.

AI Summary

Sadot Group Inc. filed an 8-K on September 15, 2025, reporting material modifications to security holder rights and amendments to its articles of incorporation or bylaws. The filing also includes a Regulation FD disclosure and financial statements/exhibits. The company, formerly known as Muscle Maker, Inc., is incorporated in Nevada and has its principal executive offices in Burleson, Texas.

Why It Matters

This filing indicates significant changes in Sadot Group Inc.'s corporate structure or governance, which could impact security holders and the company's operational framework.

Risk Assessment

Risk Level: medium — Filings related to material modifications of security holder rights and amendments to governing documents can signal significant shifts in company strategy or structure, warranting closer investor scrutiny.

Key Numbers

• 001-39223 — Commission File Number (Identifies the specific SEC filing series for Sadot Group Inc.)
• 47-2555533 — I.R.S. 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
• Nevada (jurisdiction) — State of incorporation
• Burleson, Texas (location) — Principal executive offices
• September 9, 2025 (date) — Earliest event reported
• September 15, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.0001 — nge on which registered Common Stock, $0.0001 par value SDOT The Nasdaq Stock Marke
• $1.00 — ck had a closing bid price of less than $1.00 and that as a result of the Company's p

Filing Documents

• sdot-20250909.htm (8-K) — 32KB
• sadotgroupinc_nevadaxame.htm (EX-3.1) — 3KB
• sadotgroupinc_nevadaxame001.jpg (GRAPHIC) — 145KB
• sadotgroupinc_nevadaxame002.jpg (GRAPHIC) — 244KB
• sadotgroupinc_nevadaxame003.jpg (GRAPHIC) — 49KB
• 0001701756-25-000170.txt ( ) — 767KB
• sdot-20250909.xsd (EX-101.SCH) — 2KB
• sdot-20250909_lab.xml (EX-101.LAB) — 24KB
• sdot-20250909_pre.xml (EX-101.PRE) — 14KB
• sdot-20250909_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 September 9, 2025, 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 September 15, 2025. 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. As previously disclosed, the Company received a letter from the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that the Staff has determined that the Company's common stock had a closing bid price of less than $1.00 and that as a result of the Company's previous bid price deficiency letter and 1-for-10 reverse stock split implemented in October 2024 within the prior one-year period, the Company is not eligible for the standard 180-day compliance period under Nasdaq Listing Rule 5810(c)(3)(A)(iv). As a result, the Staff notified the Company that its common stock would be delisted from The Nasdaq Capital Market unless the Company requests a hearing. Accordingly, the Company intends to timely request a hearing before the Nasdaq Hearings Panel (the "Panel") pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. 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 w

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 September 9, 2025, 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 September 9, 2025 99.1 Press Release dated September 11, 2025 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/ Chagay Ravid Name: Chagay Ravid Title: Chief Executive Officer Date: September 15, 2025

View Full Filing

View this 8-K filing on SEC EDGAR