Sadot Group Inc.

false 0001701756 0001701756 2026-06-08 2026-06-08 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): June 8, 2026 SADOT GROUP INC. (Exact name of registrant as specified in its charter) Nevada (State or other jurisdiction of incorporation) 001-38755 (Commission File Number) 87-2792167 (IRS Employer Identification No.) 295 E. Renfro Street , Suite 300 , Burleson , TX 76028 (Address of principal executive offices, including zip code) 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 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐ 1 Item 1.01 Entry into a Material Definitive Agreement. Sadot Group Inc. (“Sadot” or the “Company”) entered into a Written Option Agreement (the “Option Agreement”) with Anat Attia, individually and as sole member of each of the property limited liability companies listed below (the “Grantor”), pursuant to which the Company was granted an exclusive, irrevocable six-month option (the “Option”) to acquire 100% of the membership interests in seven (7) California-based real estate limited liability companies (the “Portfolio LLCs”), representing an aggregate residential portfolio of 147 units with a total agreed portfolio value of $125,500,000 and aggregate equity value of $69,500,000 (the “Portfolio”). On June 10, 2026, the Company and the Grantor entered into Amendment No. 1 to the Option Agreement (the “Amendment” and, together with the Option Agreement, the “Amended Option Agreement”). Among other things, the Amendment: (i) confirms that, although the Option Agreement bears the date of June 10, 2026 on its face as the result of an administrative error, the Option Agreement was in fact executed by both parties on June 4, 2026, and that the Effective Date of the Option Agreement for all purposes, including the commencement and expiration of the Option Period, is June 4, 2026; (ii) provides that Option Fee Tranche 1 is payable in shares of the Company’s Common Stock priced at the agreed five-day volume-weighted average price (“5-Day VWAP”) of $7.85 per share, as described under Item 3.02 below; (iii) replaces all references in the Option Agreement to preferred shares convertible into Common Stock with shares of the Company’s Series C Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), which is expressly non-convertible into Common Stock under any circumstances, ranks pari passu with the Common Stock in all economic and liquidation respects on an as-stated-value basis, carries no coupon, dividend or interest, and carries no voting rights except as required by applicable law, in each case as set forth in the Certificate of Designation of Series C Preferred Stock adopted by the Company’s Board of Directors on June 10, 2026 and filed with the Secretary of State of the State of Nevada (the “Series C Certificate of Designation”); and (iv) grants the Company the right, exercisable in its sole discretion and subject to approval of the Company’s Board of Directors and compliance with the Company’s debt covenants, to satisfy all or any portion of any payment obligation otherwise payable in shares of Series C Preferred Stock, including Option Fee Tranche 2, the Exercise Price (net of the Option Fee credit) and any monthly Management Fee installment, by paying cash in an amount equal to the stated value of the shares of Series C Preferred Stock otherwise issuable, with no premium or discount. Material Terms of the Option Agreement, as Amended The Option Agreement became effective on June 4, 2026 (the “Effective Date”), and the Option is exercisable for a period of six (6) calendar months from the Effective Date. The total agreed value of the Portfolio is $125,500,000, against which aggregate existing loans of $56,000,000 will remain in place undisturbed, resulting in an agreed equity value of $69,500,000. In consideration of the grant of the Option, the Company agreed to pay the Grantor a non-refundable option fee of $1,042,500, equal to 1.5% of the agreed equity value (the “Option Fee”). The Option Fee was paid in full in shares of Common Stock, as described under Item 3.02 below. If the Company exercises the Option, the exercise price will be $69,500,000, payable in shares of Series C Preferred Stock (or, at the Company’s election under the Amendment, in cash), less a credit for the Option Fee of $1,042,500, resulting in a net exercise price of $68,457,500. No cash payment is required at closing unless the Company elects to substitute cash for shares of Series C Preferred Stock pursuant to the Amendment. 2 Following the closing of any exercise of the Option, the Company will pay the Grantor a post-closing management fee of $100,000 per month, payable in shares of Series C Preferred Stock (or, at the Company’s election under the Amendment, in cash), until the full completion of each Portfolio property. If the Option is exercised, the acquisition will be structured as a transfer to the Company of 100% of the membership interests in the Portfolio LLCs, with the existing loans on the Portfolio properties remaining in place. Portfolio Properties The Portfolio consists of seven residential properties located in Los Angeles County, California, each held by a single-purpose limited liability company of which the Grantor is the sole member, as follows: (i) 1236 N. Fairfax Avenue, West Hollywood, California (8 units; held by 1236 Fairfax Apartments LLC; construction complete; existing loan of $6,000,000; agreed value of $10,000,000); (ii) 2820–2824 Avenel Street, Silver Lake, California (5 units; held by 2820 Avenel LLC; under construction; existing loan of $6,500,000; agreed value of $11,500,000); (iii) 109–115 Catamaran Street, Marina del Rey, California (4 units; held by GS West Coast Investments LLC; under construction; existing loan of $4,000,000; agreed value of $12,000,000); (iv) 2649–2653 Waverly Drive, Silver Lake, California (6 units; held by 2649 Waverly Dr LLC; under construction; existing loan of $7,000,000; agreed value of $14,000,000); (v) 1221–1227 N. Virgil Avenue, Los Angeles, California (10 units; held by 1221-1227 N Virgil LLC; under construction; existing loan of $10,000,000; agreed value of $22,000,000); (vi) 1134 N. Westmoreland Avenue, Los Angeles, California (98 units; held by Stanley Hills LLC; entitled; existing loan of $2,500,000; agreed value of $24,000,000); and (vii) 2919–2923 Waverly Drive, Silver Lake, California (16 units; held by Silverlight Ventures LLC; construction complete; existing loan of $20,000,000; agreed value of $32,000,000). In the aggregate, the Portfolio comprises 147 residential units, subject to existing loans of $56,000,0