Sadot Group Inc.

false --12-31 0001701756 0001701756 2026-07-14 2026-07-14 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 14, 2026 SADOT GROUP INC. (Exact name of registrant as specified in its charter) Nevada 001-39223 47-2555533 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 295 E. Renfro Street , Suite 300 Burleson , Texas 76028 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (832) 604-9568 Not Applicable (Former name or former address, if changed since last report) 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: ☐ 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(s) Name of each exchange on which registered Common Stock, $0.0001 par value SDOT The Nasdaq Capital 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 1.01. Entry into a Material Definitive Agreement. Acquisition of TradeIQ Intellectual Property Assets On July 14, 2026 (the “Contract Date”), Sadot Group Inc. (the “Company”) entered into an Intellectual Property Purchase Agreement (the “IP Purchase Agreement”) with Litial Ltd, a private company limited by shares organized under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (the “Seller”), pursuant to which the Company agreed to acquire from the Seller all right, title and interest in and to certain software, source code, models, model weights, training data sets, data pipelines, technical documentation and related intellectual property marketed under the name “TradeIQ,” consisting of a predictive-intelligence software layer designed to operate alongside commodity trading and risk management (“CTRM”) platforms (the “Purchased IP”). The aggregate purchase price for the Purchased IP is US$6,000,000, payable as follows: (i) a cash component of US$50,000, payable in two tranches of US$30,000 upon execution of the IP Purchase Agreement and US$20,000 on the date that is twenty-one (21) calendar days after the Contract Date, subject to the Seller’s completion of delivery of the Purchased IP; (ii) 200,000 newly issued shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (such shares, the “Consideration Shares”), valued for purposes of the IP Purchase Agreement at US$10.00 per share, or US$2,000,000 in the aggregate; and (iii) 3,950 newly issued shares of a new series of preferred stock of the Company designated as the Series C Non-Voting Non-Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred”), with a stated value of US$1,000 per share, or US$3,950,000 in aggregate stated value (the “Preferred Consideration Shares”). The IP Purchase Agreement contains customary representations, warranties and covenants of the parties, including representations of the Seller regarding title to and non-infringement of the Purchased IP, clean-room development, open-source software, contributor assignments and sanctions compliance, as well as mutual indemnification provisions subject to a basket and cap, with customary carve-outs for fundamental and intellectual-property representations and fraud. The Seller has agreed to provide transition services for ninety (90) days following delivery and is subject to a two-year non-competition covenant with respect to the CTRM market. The Seller is required to complete delivery of the Purchased IP within twenty-one (21) calendar days after the Contract Date. The Consideration Shares and the Preferred Consideration Shares are subject to transfer restrictions under the IP Purchase Agreement, including a 180-day lock-up following the closing and, thereafter, a daily leak-out limitation on sales of Consideration Shares tied to the trading volume of the Common Stock. The IP Purchase Agreement further provides that the Company will not issue shares of Common Stock thereunder in excess of 19.99% of the shares outstanding immediately prior to the Contract Date unless stockholder approval is obtained in accordance with applicable Nasdaq listing rules, and the parties acknowledged that the 200,000 Consideration Shares are expected to be below that threshold. The Series C Preferred is non-voting and non-convertible at issuance, as described under Item 5.03 below. The foregoing description of the IP Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the IP Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The IP Purchase Agreement is not intended to provide any other factual information about the Company or the Seller; the representations, warranties and covenants contained therein were made only for purposes of the IP Purchase Agreement, as of specific dates, solely for the benefit of the parties thereto, and may be subject to limitations agreed upon by the parties. Senior Secured Convertible Note Financing On July 16, 2026, the Company entered into a Securities Purchase Agreement (the “Note Purchase Agreement”) with a certain institutional investor (the “Buyer”), pursuant to which the Company agreed to issue and sell to the Buyer senior secured convertible notes of the Company in the aggregate original principal amount of up to $100,000,000 (the “Notes”) at a purchase price of $900 per $1,000 of principal amount. The Note Purchase Agreement provides for the issuance of the Notes in one or more closings, consisting of (i) an initial closing of Notes in the aggregate original principal amount of up to $4,000,000 (the “Initial Notes”), subject to the satisfaction or waiver of certain conditions, (ii) a second closing of Notes in the aggregate original principal amount of up to $1,000,000, subject to the Company obtaining stockholder approval for certain matters, the effectiveness of a registration statement covering the resale of all of the shares of Common Stock issuable upon the conversion or otherwise pursuant to the terms of the Initial Notes, and the satisfaction or waiver of certain other conditions and (iii) one or more additional closings of Notes in the aggregate original principal amount of up to $2,000,000 for any individual additional closing and up to $95,000,000 in the aggregate for all such additional closings, at the option of the Company subject to the satisfaction or waiver of certain conditions, including, but not limited to, a minimum of 30 trading days passing since the later of the immediately prior closing pursuant to the Note Purchase Agreement and the effective date of a registration statement registering for resale the shares of Common Stock issuable upon the conversion or otherwise pursuant to the terms of the Notes issued