Sadot Group Inc. Form 8-K Filing

On July 14, 2026, Sadot Group Inc. entered into an Intellectual Property Purchase Agreement to acquire the TradeIQ intellectual property assets from Litial Ltd for US$6,000,000. The payment includes US$50,000 in cash, 200,000 shares of the Company's common stock valued at US$2,000,000, and 3,950 shares of Series C Non-Voting Non-Convertible Preferred Stock with a stated value of US$3,950,000. The agreement includes customary representations, warranties, and covenants, with the seller providing transition services and a two-year non-competition covenant. The transaction is subject to transfer restrictions on the issued shares. Additionally, on July 16, 2026, the Company entered into a Securities Purchase Agreement to issue up to $100,000,000 in senior secured convertible notes to an institutional investor. The initial closing involved $4,000,000 in notes, with subsequent closings subject to conditions including stockholder approval and registration statement effectiveness. The notes bear interest at 8.25% per annum, payable in common stock or cash, and are convertible into common stock at a price of 125% of the Nasdaq official closing price on the preceding trading day. The Company also entered into an Equity Purchase Facility Agreement, allowing it to sell up to $100.0 million of its common stock to an investor at its discretion. The Company has taken steps to regain compliance with Nasdaq's minimum stockholders' equity requirement, including the acquisition of TradeIQ IP, and management believes these steps have resulted in stockholders' equity exceeding $7,000,000.