UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On March 2, 2026, Sadot Group Inc. (the “Company”) entered into a First Amendment to Stock Purchase Agreement (the “SPA Amendment”) with Stanley Hills, LLC (the “Purchaser”), amending the Securities Purchase Agreement dated February 11, 2026 (the “Original SPA”), pursuant to which the Company previously issued and sold 10,000 shares of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), to the Purchaser for an aggregate purchase price of $145,244.
The SPA Amendment amends the terms of the Series A Preferred Stock by reducing (i) the Stated Value from $14.5244 per share to $5.1596 per share and (ii) the voting rights from 14.5244 votes per share (aggregate 145,244 votes across 10,000 shares) to 5.1596 votes per share (aggregate 51,596 votes across 10,000 shares). All other material terms of the Original SPA and the Series A Preferred Stock remain unchanged. The SPA Amendment was entered into to reduce the Company’s potential redemption and liquidation exposure and to align the voting power with current corporate governance and Nasdaq compliance objectives.
The foregoing description of the SPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders.
On March 5, 2026, the Company filed a Certificate of Amendment to Designation (After Issuance of Class or Series) with the Nevada Secretary of State amending the Certificate of Designation of Series A Preferred Stock originally filed on February 11, 2026 (the “COD Amendment”). The COD Amendment implements the changes described in Item 1.01 above, reducing the Stated Value of each share of Series A Preferred Stock to $5.1596 and the voting rights to 5.1596 votes per share (aggregate 51,596 votes). The Series A Preferred Stock continues to be treated pari passu with the Company’s common stock, $0.0001 par value per share, with respect to liquidation, dissolution, and winding up, and remains non-convertible.
The foregoing description of the COD Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the COD Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 3.1 | Certificate of Amendment to Designation of Series A Preferred Stock, filed with the Nevada Secretary of State on March 5, 2026. |
| 10.1 | First Amendment to Stock Purchase Agreement, dated March 2, 2026, by and between the Company and Stanley Hills, LLC |
| 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/ Chagay Ravid | |
| Name: | Chagay Ravid | |
| Title: | Chief Executive Officer | |
| Date: March 6, 2026 | ||