Sadot Group Inc. Files 8-K on Agreements and Equity Sales

Ticker: SDOT · Form: 8-K · Filed: Sep 24, 2025 · CIK: 1701756

Sadot Group Inc. 8-K Filing Summary
FieldDetail
CompanySadot Group Inc. (SDOT)
Form Type8-K
Filed DateSep 24, 2025
Risk Levelmedium
Pages9
Reading Time10 min
Key Dollar Amounts$0.0001, $6.14, $6.1399, $500,000, b, $10,000,000
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, equity-sale, filing

TL;DR

Sadot Group Inc. dropped an 8-K detailing new deals and stock sales. Watch this space.

AI Summary

Sadot Group Inc. filed an 8-K on September 24, 2025, reporting on a material definitive agreement, unregistered sales of equity securities, and financial statements. The filing date indicates events occurred around September 22, 2025. The company, formerly known as Muscle Maker, Inc., is incorporated in Nevada and operates in the retail-eating & drinking places sector.

Why It Matters

This 8-K filing signals significant corporate activity for Sadot Group Inc., potentially involving new agreements and the issuance of equity, which could impact its financial structure and future operations.

Risk Assessment

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

Key Numbers

  • 001-39223 — SEC File Number (Identifies the company's filing history with the SEC.)
  • 47-2555533 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

  • Sadot Group Inc. (company) — Filer of the 8-K
  • Muscle Maker, Inc. (company) — Former company name
  • Nevada (jurisdiction) — State of incorporation
  • September 22, 2025 (date) — Earliest event date reported
  • September 24, 2025 (date) — Filing date of the 8-K

FAQ

What is the nature of the material definitive agreement reported?

The filing indicates an 'Entry into a Material Definitive Agreement' as an item information, but the specific details of the agreement are not provided in this excerpt.

What type of equity securities were sold unregistered?

The filing lists 'Unregistered Sales of Equity Securities' as an item information, but the specific details regarding the type and amount of securities are not included in this excerpt.

When was Sadot Group Inc. formerly known as Muscle Maker, Inc.?

The filing states the former company name was Muscle Maker, Inc. and the date of the name change was March 22, 2017.

What is Sadot Group Inc.'s primary business sector?

Sadot Group Inc. is classified under the Standard Industrial Classification code 5810, which is RETAIL-EATING & DRINKING PLACES.

What are the key items reported in this 8-K filing?

The key items reported are Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, and Financial Statements and Exhibits.

Filing Stats: 2,600 words · 10 min read · ~9 pages · Grade level 14.5 · Accepted 2025-09-24 09:20:44

Key Financial Figures

  • $0.0001 — nge on which registered Common Stock, $0.0001 par value SDOT The Nasdaq Stock Marke
  • $6.14 — "Securities"), for a purchase price of $6.14 per Share and $6.1399 per Pre-funded Wa
  • $6.1399 — a purchase price of $6.14 per Share and $6.1399 per Pre-funded Warrant (representing th
  • $500,000, b — gregate gross proceeds of approximately $500,000, before deducting placement agent fees and
  • $10,000,000 — shall purchase from the Company, up to $10,000,000 (the "Commitment Amount") of the Compan
  • $5,000,000 — y preceding an Advance Notice, and (ii) $5,000,000, unless otherwise mutually agreed by th
  • $2,000,000 — ices in an aggregate amount of at least $2,000,000 (the "Threshold Amount") prior to the d
  • $100,000 — tor in liquidated damages the amount of $100,000 for every 30 day period thereafter unti
  • $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
  • $1,375,000 — 2024 Note") in the principal amount of $1,375,000 for a purchase price of $1,100,000, ref
  • $1,100,000 — t of $1,375,000 for a purchase price of $1,100,000, reflecting an original issue discount
  • $275,000 — eflecting an original issue discount of $275,000. The October 2024 Note was originally d

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Offering On September 23, 2025, Sadot Group Inc. (the "Company") consummated a registered direct offering of shares of common stock (the "Shares"), par value $0.0001 per share (the "Common Stock"), and pre-funded warrants to purchase shares of common stock (the "Pre-funded Warrants" and, together with the Shares, the "Securities"), for a purchase price of $6.14 per Share and $6.1399 per Pre-funded Warrant (representing the per share purchase price minus the exercise price of $0.0001 per warrant share), resulting in aggregate gross proceeds of approximately $500,000, before deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from the sale of the Securities for general corporate purposes and working capital. The offering closed on September 23, 2025. The Securities Offered The Shares and the shares issuable upon exercise of the Pre-funded Warrants were offered and sold by the Company pursuant to the Company's Registration Statement on Form S-3 (File No. 333-283813) filed by the Company with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and declared effective by the SEC, and a prospectus supplement dated September 19, 2024. Engagement Agreement In connection with the offering, on September 23, 2025, the Company entered into an Engagement Agreement (the "Engagement Agreement") with Digital Offering LLC (the "Placement Agent"), pursuant to which the Placement Agent acted as a non-exclusive placement agent for the Company in connection with the offering to the sole investor, Helena Global Investment Opportunities I Ltd (the "Investor"), on a best efforts basis, at the purchase prices noted above. Pursuant to the Engagement Agreement, the Company agreed to pay the Placement Agent a cash fee of 1.25% of the net proceeds raised in connection with the sale of the Securities or drawn

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The issuance of the shares of Common Stock pursuant to the Purchase Agreement will not be registered under the Securities Act. The Company has agreed to file one or more registration statements (the "Registration Statement") with the SEC registering the resale by the Investor of the Registrable Securities (which include the Commitment Fee Shares, the shares issued pursuant to Advances, and any securities issued in respect thereof) in accordance with the terms of the Purchase Agreement.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Index of Exhibits Exhibit No. Description 1.1 Engagement Agreement between Sadot Group Inc. and Digital Offering LLC dated September 23, 2025 10.1 Securities Purchase Agreement between Sadot Group Inc. and Helena Global Investment Opportunities I Ltd. dated September 23, 2025 10.2 Purchase Agreement between Sadot Group Inc. and Helena Global Investment Opportunities I Ltd. dated September 23, 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 24, 2025

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