{"url_path":"/sec/sdot/10-q/2026/item-5","section_key":"item-5","section_title":"Item 5 Other Information**","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":1187,"has_tables":true,"body_markdown":"**Item 5. Other Information**\n\n \n\nManagement/Board Changes\n\n \n\nOn January 5, 2026, the Company and Michael Roper, the Company’s\nformer Chief Governance and Compliance Officer, entered into a Separation Agreement pursuant to which Mr. Roper’s employment terminated\neffective January 19, 2026. In connection with the Separation Agreement, the Company recorded a severance and related compensation accrual\nof approximately $0.7 million during the three months ended March 31, 2026, which is payable in installments over a ten-year period commencing\nMarch 1, 2026. As of March 31, 2026, approximately $0.1 million of the obligation was classified as current liabilities and approximately\n$0.7 million was classified as long-term liabilities in the condensed consolidated balance sheets. The Separation Agreement also provides\nfor accelerated vesting of certain equity awards, continuation of certain benefits and insurance coverage, and customary release and restrictive\ncovenant provisions. The Company may continue to engage Mr. Roper on a consulting basis.\n\n \n\nEffective January 5, 2026, the Company terminated the employment of Aimee\nInfante as the Company’s former Chief Marketing Officer. There was no separation agreement entered into with Ms. Infante, and her\nExecutive Employment Agreement terminated in connection with the termination of her employment.\n\n \n\nThere were no changes to the Company’s Chief Executive Officer, Chief\nFinancial Officer, or Board of Directors during the three months ended March 31, 2026.\n\n \n\nNotice of Delisting or Failure to Satisfy a Continued Listing Rule or\nStandard; Transfer of Listing.\n\n \n\nOn May 5, 2026, Sadot Group Inc. (the “Company”) received a\nletter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it\nno longer satisfies the minimum shareholders’ equity requirement for continued listing on the Nasdaq Capital Market set forth in\nNasdaq Listing Rule 5550(b)(1). Specifically, the Company’s shareholders’ equity as reported in its Annual Report on Form\n10-K for the fiscal year ended December 31, 2025 was ($54,745,000). The Company does not meet the alternative compliance standards of\neither a market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed\nfiscal year or in two of the last three most recently completed fiscal years.\n\n \n\nUnder Nasdaq rules, the Company has 45 calendar days from the date of the\nletter (until June 22, 2026) to submit a plan to regain compliance. If the plan is accepted, Nasdaq may grant an extension of up to 180\ncalendar days from the date of the letter to evidence compliance. The letter has no immediate effect on the listing or trading of the\nCompany’s common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “SDOT,” subject to\nthe Company’s continued compliance with other listing requirements.\n\n \n\nThe Company intends to submit a compliance plan to Nasdaq within the required\ntimeframe and is evaluating various strategic options to regain compliance. There can be no assurance that the plan will be accepted by\nNasdaq, that any extension will be granted, or that the Company will regain compliance within the allotted period.\n\n \n\n77\n\n \n\n \n\nEntry into a Material Definitive Agreement\n\n \n\nOn February 6, 2026, the Company entered into a Securities Purchase Agreement\n(the “SPA”) with certain accredited investors (the “Purchasers”), pursuant to which the Company agreed to issue\nand sell, and the Purchasers agreed to purchase, 8% Unsecured Original Issue Discount Debentures (the “Debentures”) in the\naggregate 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 discount).\nThe Debentures were issued in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended\n(the “Securities Act”), and Rule 506(b) of Regulation D promulgated thereunder. The financing closed on February 9, 2026.\n\n \n\nThe Debentures mature on the earlier of (i) May 30, 2026, (ii) four months\nfrom the original issue date (May 30, 2026), or (iii) the closing of any debt or equity financing by the Company resulting in gross proceeds\nof at least $5,000,000. The Debentures do not bear regular interest but are issued at an 8% original issue discount. The Company has the\noption to prepay the Debentures at any time at the principal amount. As additional consideration, the Company issued an aggregate of 300,000\nshares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Purchasers on a pro rata\nbasis (the “Incentive Shares”).\n\n \n\nThe SPA contains customary representations, warranties, covenants, and\nclosing 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.\n\n \n\nOn January 29, 2026, the Company entered into an Engagement Agreement for\nAdvisory Services (the “Engagement Agreement”) with RBW Capital Partners LLC and Dawson James Securities, Inc. (collectively,\nthe “Financial Advisor”), pursuant to which the Financial Advisor provided advisory services in connection with the private\ndebt transaction. The Company paid a one-time advisory fee of $10,000 at closing. The Engagement Agreement includes provisions for an\nexclusive placement agent engagement for four months post-closing, indemnification, and other standard terms.\n\n \n\nEntry into a Material Definitive Agreement\n\n \n\nOn February 11, 2026, the Company entered into a Securities Purchase Agreement\n(the “Preferred SPA”) with Stanley Hills, LLC (the “Preferred Purchaser”), pursuant to which the Company agreed\nto issue and sell to the Preferred Purchaser 10,000 shares of the Company’s newly designated Series A Preferred Stock, par value\n$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\n\n \n\nThe SPA Amendment amends the terms of the Series A Preferred Stock by reducing\n(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\nvotes 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\nSPA and the Series A Preferred Stock remain unchanged. The SPA Amendment was entered into to reduce the Company’s potential redemption\nand liquidation exposure and to align the voting power with current corporate governance and Nasdaq compliance objectives.\n\n \n\nThe terms of the Series A Preferred Stock are set forth in the Certificate\nof Designation of Series A Preferred Stock (the “Certificate of Designation”) filed with the Nevada Secretary of State on\nFebruary 11, 2026 and the Certificate of Amendment to Designation (After Issuance of Class or Series) with the Nevada Secretary of State\nfiled with the Nevada Secretary of State on March 5, 2026.\n\n \n\nThe SPA contains customary representations, warranties, and covenants by\nthe Company and the Purchaser. The Transaction was exempt from registration under the Securities Act of 1933, as amended, pursuant to\nSection 4(a)(2) and/or Rule 506(b) of Regulation D.\n\n \n\n78"}