Sadot Group Inc.

false 0001701756 0001701756 2026-08-14 2026-08-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2026 Commission File Number 001-39223 SADOT GROUP INC. (Exact name of small business issuer as specified in its charter) Nevada 47-2555533 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 295 E. Renfro Street , Suite 300 , Burleson , Texas 76028 (Address of principal executive offices) (832) 604-9568 (Issuer’s telephone number) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, $0.0001 par value SDOT The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 2.02 Results of Operations and Financial Condition. On August 14, 2026, Sadot Group Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference. The information contained in this Item 2.02, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing. Forward-Looking Statements This Current Report on Form 8-K and Exhibit 99.1 contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements may include, but are not limited to, statements regarding the Company’s preliminary July 2026 revenue and the anticipated contribution of the TradeOS platform, the Company’s ability to evidence compliance with Nasdaq Listing Rule 5550(b)(1) in its Quarterly Report on Form 10-Q for the quarter ending September 30, 2026 and to maintain the listing of its common stock on Nasdaq, the Company’s liquidity and ability to continue as a going concern, its ability to obtain additional financing or restructure existing indebtedness on acceptable terms or at all, the resolution of existing defaults, the potential dilution to stockholders resulting from outstanding convertible instruments and anti-dilution adjustments, the sufficiency of authorized but unissued shares, and the receipt of stockholder approvals, 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 and expected future developments. 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 Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Reports on Form 10-Q, its Registration Statement on Form S-1 and its Current Reports on Form 8-K. The safe harbor provided by the Private Securities Litigation Reform Act of 1995 does not apply to statements of historical fact, to statements made in connection with an initial public offering, or in an action brought by the Securities and Exchange Commission, and by its terms does not extend to an issuer of penny stock. Forward-looking statements 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. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press Release of Sadot Group Inc. dated August 14, 2026 (furnished herewith) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 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/ Haggai Ravid Name: Haggai Ravid Title: Chief Executive Officer Date: August 14, 2026