Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): April 11, 2024

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.)

1751 River Run, Suite 200, Fort Worth, Texas 76107

(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 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.

As previously disclosed in its Current Report on Form 8-K that was filed with the Securities and Exchange Commission on September 26, 2023, Sadot Group Inc., a Nevada corporation (the “Company”), entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (the “Investor”), pursuant to which the Investor has agreed to purchase up to $25 million of the Company’s shares of common stock (the “Common Stock”).

Pursuant to the SEPA, the Investor provided pre-advances to the Company in the aggreagete amount of $4,000,000 (each, a “Pre-Advance”), with each Pre-Advance evidenced by a convertible promissory note (each, a “Note”). The first Pre-Advance, in the principal amount of $3,000,000, was on September 23, 2023. The second Pre-Advance of $1,000,000 was advanced on October 30, 2023.

On April 10, 2024, the Company and the Investor entered into a letter agreement (the “Letter Agreement”) to amend the terms of the remaining outstanding Note providing that the Company will make payments on May 1, 2024, June 1, 2024 and July 1, 2024 each in the principal amount of $350,000 plus an 8% payment premium and accrued interest. During the period through August 1, 2024, the Investor agreed that the application of any monthly payments that may become due and payable pursuant to Section 1(c) of the Notes (i.e., as a result of a Floor Price Trigger, or Exchange Cap Trigger) shall be suspended and the Investor shall not effect any Investor Notices of Conversions Notices, unless the Conversion Price is equal to the Fixed Price as such terms are defined in the SEPA, or with the consent of the Company.

The foregoing description of the Letter Agreement is qualified in their entirety by reference to the full text of the Letter Agreement, a copy of which is attached hereto as Exhibits 10.1 and which is incorporated herein in its entirety by reference.

Item 9.01 Financial Statements and Exhibits

(d)Index of Exhibits


Exhibit No.						Description
10.1						Letter Agreement by and between Sadot Group Inc. and YA II PN, Ltd.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Jennifer Black
	Name:	Jennifer Black
	Title:	Chief Financial Officer

Date: April 17, 2024

Exhibit 10.1

April 3, 2024

Sadot Group Inc.

1751 River Run, Suite 200

Fort Worth, Texas 76107

Attention: CEO

Email: Michael.Roper@sadotco.com

Dear Michael:

I am writing on behalf of YA II PN, Ltd (the “Investor”), which is managed by Yorkville Advisors Global, L.P. Reference is made to (i) the Pre-Paid Advance Agreement entered into between Sadot Group Inc. (the “Company”) and the Investor dated September 22, 2023 (the “Agreement”), (ii) the Convertible Promissory Note issued by the Company to the Investor dated September 22, 2023 in the original principal amount of $3,000,000 (the “First Note”) and (iii) the Convertible Promissory Note issued by the Company to the Investor dated October 30, 2023 in the original principal amount of $1,000,000 (the “Second Note” and collectively with the First Note, the “Notes”). As of the date hereof, the Second Note has been repaid in full and the outstanding principal balance on the First Note is $2,650,000. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to them in the Notes or the Agreement, as applicable.

The parties hereby agree as follows:

A.The Company shall make payments to the Investor on the dates and in the amounts as follows:


Payment Date	Note	Principal	Interest (6%)	Payment Premium (8%)	Total Payment
5/1/24	SDOT-1	$350,000	$18,295.89	$28,000	$396,295.89
6/1/24	SDOT-1	$350,000	$11,720.55	$28,000	$389,720.55
7/1/24	SDOT-1	$350,000	$9,616.44	$28,000	$387,616.44

B.During the period beginning on the date hereof and ending on August 1, 2024, the Investor agrees that:

i.the application of any monthly payments that may become due and payable pursuant to Section 1(c) of the Notes (i.e., as a result of a Floor Price Trigger, or Exchange Cap Trigger) shall be suspended; and

ii.the Investor shall not effect any Investor Notices of Conversions Notices, unless the Conversion Price is equal to the Fixed Price, or with the consent of the Company.

Notwithstanding the foregoing, the Investor’s obligations set forth in paragraph B above shall terminate prior to the expiration of such period upon the occurrence of any Event of Default, or failure by the Company to make any of the payments in accordance with paragraph A above.

The payments required herein shall be paid to the Investor by wire transfer of immediately available funds to the account attached hereto.


			Sincerely,
			/s/ David Fine
			David Fine
			Senior Legal Counsel

Agreed and accepted on this 10 day of April 2024 by:

SADOT GROUP INC.



By:			/s/ Kevin Mohan
Name:			Kevin Mohan
Title:			Chairman

Cover	Apr. 17, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 11, 2024
Entity File Number	001-39223
Entity Registrant Name	SADOT GROUP, INC.
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	47-2555533
Entity Address, Address Line One	1751 River Run
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Fort Worth
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76107
City Area Code	(832)
Local Phone Number	604-9568
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	SDOT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001701756
Amendment Flag	false