{"url_path":"/sec/sdot/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1701756/0001731122-26-000746-index.html","accession_number":"0001731122-26-000746","cik":"0001701756","ticker":"SDOT","issuer_name":"Sadot Group Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1701756/0001731122-26-000746-index.html","primary_entity_key":"0001701756","primary_entity_name":"Sadot Group Inc."},"word_count":2652,"has_tables":true,"body_markdown":"**Item 2. Unregistered Sales of Equity Securities and Use of Proceeds**\n\n** **\n\n*Issuance of Stock*\n\n \n\nOn January 4, 2024, the Company authorized the issuance\nof 1,056 shares of common stock to the members of the board of directors as compensation earned during the fourth quarter of 2023.\n\n \n\nOn January 8, 2024, the Company authorized the issuance\nof 2,769 shares of common stock in connection with the conversion of notes payable.\n\n \n\nOn January 11, 2024, the Company authorized the issuance\nof 2,789 shares of common stock in connection with the conversion of notes payable.\n\n \n\nOn January 22, 2024, the Company authorized the issuance\nof 3,058 shares of common stock in connection with the conversion of notes payable.\n\n \n\nOn January 29, 2024, the Company authorized the issuance\nof 3,044 shares of common stock in connection with the conversion of notes payable.\n\n \n\nOn February 16, 2024, the Company authorized the issuance\nof 30 shares of common stock to a consultant for services rendered.\n\n \n\nOn February 16, 2024, the Company authorized the issuance\nof 3,057 shares of common stock in connection with the conversion of notes payable.\n\n \n\nOn March 15, 2024, the Company authorized the issuance\nof 6,089 shares of common stock in connection with the conversion of notes payable.\n\n \n\nOn March 20, 2024, the Company authorized the issuance\nof 7,608 shares of common stock in connection with the conversion of notes payable.\n\n \n\nOn March 28, 2024, the Company authorized the issuance\nof 795 shares of common stock to a consultant for services rendered.\n\n \n\nOn March 31, 2024, the Company vested 5,009 shares\nof common stock to Aggia as consulting fees earned during the fourth quarter of 2023.\n\n \n\n73\n\n \n\n \n\nOn June 30, 2024, the Company vested 13,990 shares\nof common stock to Aggia as consulting fees earned during the first quarter of 2024.\n\n \n\nOn August 14, 2024, the Company authorized the issuance\nof 5,498 shares of common stock in connection with the conversion of notes payable.\n\n \n\nOn August 19, 2024, the Company authorized the issuance\nof 10,425 shares of common stock in connection with the conversion of notes payable.\n\n \n\nOn August 26, 2024 the Company authorized the issuance\nof 4,750 shares of common stock to a consultant for services rendered.\n\n \n\nOn September 27, 2024, the Company authorized the\nissuance of 6,255 shares of common stock in connection with the conversion of notes payable.\n\n \n\nOn September 30, 2024, the Company vested 12,115 shares\nof common stock to Aggia as consulting fees earned during the second quarter of 2024.\n\n \n\nOn December 3, 2024, the Company entered into a Purchase\nAgreement (the “Purchase Agreement”) and Registration Rights Agreement (the “Registration Rights Agreement”) with\ninstitutional investors (“Purchasers”) and issued an aggregate of $3.75 million aggregate principal amount of convertible\nsenior notes due in 2025 (the “Notes”) for aggregate gross proceeds of approximately $3.0 million, before deducting fees\nto the placement agent and other expenses payable by the Company (the “Offering”). RBW Capital Partners LLC, offering all\nsecurities through Dominari Securities LLC, served as the exclusive placement agent for the Offering. The Offering closed on December\n4, 2024. Pursuant to the Purchase Agreement, the Notes were issued with an original issue discount of 20%. The Notes matured on December\n4, 2025, unless earlier converted upon the satisfaction of certain conditions. The conversion price of the Notes is $41.0 per share of\ncommon stock. The Notes include a “Most Favored Nation” clause which grants to the Purchasers the right to claim better conversion\nterms should the Company provide such to any as long as the Notes are outstanding. The Purchasers will be prohibited from effecting a\nconversion of the Notes to the extent that, as a result of such conversion, a Purchaser would beneficially own more than 9.99% of the\nshares of common stock outstanding immediately after giving effect to such conversion. The Company agreed to register the shares of common\nstock underlying the Notes for resale under a Registration Statement on Form S-3, pursuant the Securities Act of 1933. The Notes contain\na covenant prohibiting the Company to incur, guarantee or assume any indebtedness, other than certain permitted indebtedness, create or\nallow or suffer any mortgage, lien, security interest or other encumbrance on its property or assets , other than permitted liens, redeem,\ndefease, repurchase, repay or make any payments in respect of any indebtedness if at the time such payment is due or is otherwise made\nor, after giving effect to such payment, an event of default under the Notes has occurred and is continuing, declare or pay any cash dividend\nor distribution on any stock or other equity interest of the Company, or make, any change in the nature of its business or modify its\ncorporate structure or purpose. The Notes contain customary events of default and customary penalties for the Company’s failure\nto issue conversion shares on a timely basis. The Registration Rights Agreement contains customary penalties for our failure to file the\nregistration statement or cause it to become effective on a timely basis and for certain other events.\n\n \n\nOn December 31, 2024, the Company vested 16,041 shares\nof common stock to Aggia as consulting fees earned during the fourth quarter of 2024.\n\n \n\nOn March 25, 2025, the Company authorized the issuance\nof 3,407 shares of common stock to consultants for services rendered.\n\n \n\nOn March 31, 2025, the Company vested 7,934 shares\nof common stock to Aggia as consulting fees earned during the first quarter of 2025.\n\n \n\nOn April 25, 2025, the Company exchanged a note payable\nof $25.0 thousand for 1,894 shares of common stock.\n\n \n\nOn April 30, 2025, the Company exchanged a note payable\nof $0.1 million for 4,924 shares of common stock.\n\n \n\nOn May 6, 2025, the Company exchanged a note payable\nof $0.1 million for 4,274 shares of common stock.\n\n \n\nOn May 12, 2025, the Company exchanged a note payable\nof $0.1 million for 4,856 shares of common stock.\n\n \n\nOn May 14, 2025, the Company exchanged a note payable\nof $0.1 million for 5,769 shares of common stock.\n\n \n\n74\n\n \n\n \n\nOn May 19, 2025, the Company exchanged a note payable\nof $0.2 million for 15,000 shares of common stock.\n\n \n\nOn May 28, 2025, the Company exchanged a note payable\nof $0.1 million for 10,416 shares of common stock.\n\n \n\nOn June 2, 2025, the Company exchanged a note payable\nof $0.1 million for 11,111 shares of common stock.\n\n \n\nOn June 10, 2025, the Company exchanged a note payable\nof $0.2 million for 16,667 shares of common stock.\n\n \n\nOn June 12, 2025, the Company exchanged a note payable\nof $0.3 million for 30,000 shares of common stock.\n\n \n\nOn June 15, 2025, the Company exchanged a note payable\nof $0.2 million for 19,000 shares of common stock.\n\n \n\nOn June 30, 2025, the Company authorized the issuance\nof 7,770 shares of common stock to consultants for services rendered.\n\n \n\nOn July 25, 2025, the Company authorized the issuance\nof 250,000 shares of common stock to a placement agent for services rendered in connection with an offering.\n\n \n\nOn August 19, 2025, the Company authorized the issuance\nof 5,000 shares of common stock to a consultant for services rendered.\n\n \n\nOn September 23, 2025, the Company authorized the\nissuance of 44,370 shares of common stock in connection with the conversion of notes payable.\n\n \n\nOn September 23, 2025, the Company entered into a\nPurchase Agreement with Helena Global Investment Opportunities I Ltd. (“Helena”), pursuant to which the Company has the right,\nbut not the obligation, to sell up to $10,000,000 of common stock to Helena (the “Commitment Amount”). Sales occur via Advance\nNotices at 97% of the lowest daily closing VWAP during the Pricing Period (subject to 90% adjustment for intra-day volatility >7%).\nThe Company issued 13,849 Commitment Fee Shares (plus potential Make-Whole Shares) and agreed to pay a 1.25% placement agent fee. If the\nCompany fails to submit Advance Notices aggregating at least $2,000,000 within six months following registration effectiveness, it must\npay $100,000 in liquidated damages for every subsequent 30-day period until met. Registration failure triggers additional 2.0% of the\nCommitment Amount monthly liquidated damages. Sales are subject to 4.99% Ownership Limitation, Registration Limitation, and 19.99% Exchange\nCap (unless shareholder approval obtained). The agreement terminates upon full draw, expiration, or Nasdaq delisting.\n\n \n\nOn September 24, 2025, the Company authorized the\nissuance of 13,849 shares of common stock in connection with the conversion of notes payable.\n\n \n\nOn September 30, 2025, the Company authorized the\nissuance of 37,063 warrants in connection with the conversion of notes payable.\n\n \n\nOn September 30, 2025, the Company authorized the\nissuance of 9,940 shares of common stock to consultants for services rendered.\n\n \n\nOn October 15, 2025, the Company exchanged a note\npayable of $0.5 million for 100,000 shares of common stock.\n\n \n\nOn October 15, 2025, the Company entered into Securities\nPurchase Agreements with certain accredited investors pursuant to which the Company agreed to sell an aggregate of 103,577 shares of the\nCompany’s Common Stock at a purchase price of $5.20 per share, for aggregate gross proceeds to the Company of approximately $538,600,\nbefore deducting placement agent fees and other offering expenses payable by the Company (the “October 2025 Offering”). The\nOctober 2025 Offering was conducted pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-281842),\nwhich was declared effective by the Securities and Exchange Commission on September 19, 2024, and a prospectus supplement dated October\n16, 2025.\n\n \n\nOn November 20, 2025, the Company entered into a Settlement\nAgreement and Mutual Release (the “Settlement Agreement”) with Aggia LLC FZ (“Aggia”). Pursuant to the Settlement\nAgreement, the Company and Aggia agreed to terminate the Services Agreement dated as of November 14, 2022, as amended (collectively, the\n“Agreement Documents”), and to fully settle, compromise, and discharge all claims, debts, obligations, and liabilities arising\nout of or related to the Agreement Documents. In full and complete satisfaction of the debt and termination of the Agreement Documents,\nthe Company agreed to issue to Aggia, or to Aggia’s designees, an aggregate of 1,050,000 shares of the Company’s common stock,\npar value $0.0001 per share (the “Settlement Shares”) and make a payment of $75,000. The Company issued 257,000\n\n \n\n75\n\n \n\nSettlement\nShares (the “Initial Shares”) following the execution of the Settlement Agreement. The issuance of the remaining 793,000 Settlement\nShares (the “Subsequent Shares”) is subject to obtaining requisite shareholder approval. If shareholder approval is not obtained\nby March 31, 2026, the obligation to issue the Subsequent Shares will be suspended until such approval is obtained, and the Company will\ncontinue to seek approval at subsequent meetings. The Company committed it will not issue any Subsequent Shares under the Settlement Agreement\nunless and until the requisite shareholder approval under Nasdaq Rule 5635(d) has been obtained. Apart from the initial issuance of Initial\nShares (which is below the 19.99% threshold), no further Settlement Shares will be issued without such shareholder approval. Shareholder\napproval to issue the remaining 793,000 shares was obtained during the Company’s shareholder meeting on April 13, 2026. The Company\nplans to issue these in the near future. The Settlement Shares will be allocated pro-rata among Aggia’s designated assignees as\nset forth in the Settlement Agreement. The Settlement Agreement also terminates any related ancillary documents, including promissory\nnotes issued thereunder (which will be deemed cancelled and satisfied in full upon issuance of the Settlement Shares), and eliminates\nany ongoing obligations under the Agreement Documents, such as services, compensation, board nomination rights, managing member representative\nroles, non-compete, confidentiality, or other covenants. The Settlement Agreement includes mutual releases of all claims related to the\nAgreement Documents and prior transactions between the parties, as well as customary representations and warranties, confidentiality provisions,\ngoverning law (State of Texas), dispute resolution (exclusive jurisdiction in federal or state courts in Dallas County, Texas, with jury\ntrial waiver), and other miscellaneous terms.\n\n \n\nOn February 6, 2026, the Company entered into a Securities\nPurchase Agreement (the “SPA”) with certain accredited investors (the “Purchasers”), pursuant to which the Company\nagreed to issue and sell, and the Purchasers agreed to purchase, 8% Unsecured Original Issue Discount Debentures (the “Debentures”)\nin the aggregate principal amount of up to $1,086,956.52 (with a funded amount of $1,000,000 after giving effect to an 8% original issue\ndiscount). The Debentures were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933,\nas amended (the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder. The financing closed on February\n9, 2026. The Debentures mature on the earlier of (i) May 30, 2026, (ii) four months from the original issue date (May 30, 2026), or (iii)\nthe closing of any debt or equity financing by the Company resulting in gross proceeds of at least $5,000,000. The Debentures do not bear\nregular interest but are issued at an 8% original issue discount. The Company has the option to prepay the Debentures at any time at the\nprincipal amount. As additional consideration, the Company issued an aggregate of 300,000 shares of the Company’s Common Stock to\nthe Purchasers on a pro rata basis (the “Incentive Shares”). The SPA contains customary representations, warranties, covenants,\nand closing conditions. The Debentures contain negative covenants restricting the Company from incurring additional indebtedness (subject\nto permitted exceptions), creating liens, amending charter documents in a materially adverse manner, repurchasing equity or other indebtedness\n(with limited exceptions), paying dividends, or entering into affiliate transactions without Required Holders’ (holders of at least\n50% plus $1.00 of the principal amount) consent. Events of default include non-payment, breaches of covenants, bankruptcy events, cross-defaults\non material indebtedness, and other customary events. On January 29, 2026, the Company entered into an Engagement Agreement for Advisory\nServices (the “Engagement Agreement”) with RBW Capital Partners LLC and Dawson James Securities, Inc. (collectively, the “Financial\nAdvisor”), pursuant to which the Financial Advisor provided advisory services in connection with the private debt transaction. The\nCompany paid a one-time advisory fee of $10,000 at closing. The Engagement Agreement includes provisions for an exclusive placement agent\nengagement for four months post-closing, indemnification, and other standard terms.\n\n \n\nOn February 11, 2026, the Company entered into a Securities\nPurchase Agreement (the “Preferred SPA”) with Stanley Hills, LLC (the “Preferred Purchaser”), pursuant to which\nthe Company agreed to issue and sell to the Preferred Purchaser 10,000 shares of the Company’s newly designated Series A Preferred\nStock, par value $0.0001 per share (the “Series A Preferred Stock”), for an aggregate purchase price of $145,244 (the “Transaction”).\nOn March 2, 2026, the Company entered into a First Amendment to Stock Purchase Agreement (the “SPA Amendment”) with the Preferred\nPurchaser, amending the Preferred SPA. The SPA Amendment amends the terms of the Series A Preferred Stock by reducing (i) the Stated Value\nfrom $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\nshares) to 5.1596 votes per share (aggregate 51,596 votes across 10,000 shares). All other material terms of the Original SPA and the\nSeries A Preferred Stock remain unchanged. The SPA Amendment was entered into to reduce the Company’s potential redemption and liquidation\nexposure and to align the voting power with current corporate governance and Nasdaq compliance objectives. The terms of the Series A Preferred\nStock are set forth in the Certificate of Designation of Series A Preferred Stock (the “Certificate of Designation”) filed\nwith the Nevada Secretary of State on February 11, 2026 and the Certificate of Amendment to Designation (After Issuance of Class or Series)\nwith the Nevada Secretary of State filed with the Nevada Secretary of State on March 5, 2026. The SPA contains customary representations,\nwarranties, and covenants by the Company and the Purchaser. The Transaction was exempt from registration under the Securities Act of 1933,\nas amended, pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D.\n\n \n\nThe issuance of the above securities is exempt from\nthe registration requirements under Rule 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 as promulgated under Regulation\nD.\n\n \n\n76"}