{"url_path":"/sec/sdot/8-k/2026-07-08/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-08","source_url":"https://www.sec.gov/Archives/edgar/data/1701756/0001731122-26-000925-index.html","accession_number":"0001731122-26-000925","cik":"0001701756","ticker":"SDOT","issuer_name":"Sadot Group Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1701756/0001731122-26-000925-index.html","primary_entity_key":"0001701756","primary_entity_name":"Sadot Group Inc."},"word_count":518,"has_tables":true,"body_markdown":"**Item 3.02 Unregistered Sales of Equity Securities.**\n\n \n\nThe information set forth in Item 1.01 of this Current\nReport on Form 8-K is incorporated by reference into this Item 3.02.\n\n \n\nOn July 7, 2026, in accordance with the Settlement\nAgreements, the Company issued an aggregate of 90,000 Settlement Shares to the Creditors, consisting of 45,000 Cedar Settlement Shares\nissued to Cedar and 45,000 Agile Settlement Shares issued to Agile, in each case in full and final settlement, extinguishment, cancellation,\nand discharge of the applicable Settled Debt. The Cedar Settlement Shares and the Agile Settlement Shares each represent approximately\n4.5%, and together represent approximately 9%, of the shares of Common Stock outstanding immediately following the issuances. The sole\nconsideration for the issuance of the Settlement Shares was the settlement and extinguishment of the Settled Debt; no cash consideration\nwas received by the Company.\n\n \n\nThe issuance of the Settlement Shares was made in\nreliance upon the exemptions from the registration requirements of the Securities Act provided by Section 3(a)(9) and/or Section 4(a)(2)\nthereof. The Company relied on these exemptions on the basis that, among other things, the Settlement Shares were issued by the Company\nexclusively to existing security holders of the Company in exchange for outstanding obligations of the Company, no commission or other\nremuneration was paid or given, directly or indirectly, for soliciting the exchanges, the exchanges were made in good faith and not as\npart of any plan or scheme to evade the registration requirements of the Securities Act, each Creditor represented that it was an “accredited\ninvestor” as defined in Rule 501(a) of Regulation D and was acquiring its Settlement Shares for its own account, and the issuance\ndid not involve any general solicitation or general advertising. The Settlement Shares have not been registered under the Securities Act\nand may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.\n\n \n\n \n\n \n\nThis Current Report on Form 8-K does not constitute\nan offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction\nin which such offer, solicitation, or sale would be unlawful.\n\n \n\n**Cautionary Note Regarding Forward-Looking Statements.**\n\n \n\nThis Current Report on Form 8-K contains “forward-looking\nstatements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended,\nincluding statements regarding the anticipated eligibility of the Settlement Shares for resale under Rule 144, the delivery of legal opinions\nin connection therewith, the removal of any restrictive legends from the Settlement Shares, and the Company’s compliance with applicable\nNasdaq Listing Rules. These statements are based on the Company’s current expectations and are subject to risks and uncertainties\nthat could cause actual results to differ materially, including the continued availability of the exemptions from registration relied\nupon and of Rule 144, the satisfaction of the conditions to legend removal, and other risks described in the Company’s filings with\nthe Securities and Exchange Commission. Except as required by law, the Company undertakes no obligation to update any forward-looking\nstatement."}