{"url_path":"/sec/sdot/8-k/2026-07-16/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-16","source_url":"https://www.sec.gov/Archives/edgar/data/1701756/0001731122-26-000944-index.html","accession_number":"0001731122-26-000944","cik":"0001701756","ticker":"SDOT","issuer_name":"Sadot Group Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1701756/0001731122-26-000944-index.html","primary_entity_key":"0001701756","primary_entity_name":"Sadot Group Inc."},"word_count":657,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\n**Settlement Agreement with Helena Global Investment Opportunities\nI Ltd.**\n\n \n\nAs previously reported, Sadot Group Inc. (the “Company”)\nand Helena Global Investment Opportunities I Ltd. (“Helena”) are parties to (i) that certain Purchase Agreement, dated as\nof September 23, 2025 (the “Helena Purchase Agreement”), providing for an equity line of credit facility pursuant to which\nthe Company obtained the right to issue and sell to Helena up to $10,000,000 of shares of the Company’s common stock, par value\n$0.0001 per share (the “Common Stock”), and (ii) that certain Securities Purchase Agreement, dated as of September 23, 2025\n(together with the Helena Purchase Agreement and the related agreements, certificates and instruments, the “Helena Agreements”).\nHelena has alleged that certain events of default, breaches and claims for liquidated damages, default interest and other remedies arose\nunder the Helena Agreements, including from the Company’s failure to file, and to cause to be declared effective, a resale registration\nstatement and to submit advance notices as required thereby (collectively, the “Helena Claims”), and commenced an action against\nthe Company in connection with the Helena Claims in the matter styled Helena Global Investment Opportunities I Ltd. v. Sadot Group Inc.,\nfiled in the United States District Court for the Southern District of New York, Case No. 1:26-cv-05818 (the “Lawsuit”).\n\n \n\nOn July 15, 2026, the Company entered into a Settlement\nAgreement with Helena (the “Settlement Agreement”) to compromise, resolve and settle the Helena Claims and the Lawsuit. Pursuant\nto the Settlement Agreement: (i) the Company agreed to pay Helena $350,000 in cash (the “Cash Payment”), by wire transfer\nof immediately available funds, on or before 5:00 p.m. Eastern Time on July 17, 2026, time being of the essence and without setoff, counterclaim,\ndeduction or withholding of any kind; (ii) upon Helena’s actual and timely receipt of the Cash Payment, Helena is required to dismiss\nthe Lawsuit with prejudice within three (3) business days of such receipt by filing a stipulation of dismissal pursuant to Rule 41(a)(1)(A)(ii)\nof the Federal Rules of Civil Procedure; (iii) upon Helena’s actual receipt of the Cash Payment, all obligations of the parties\nunder the Helena Agreements, including the equity line of credit facility, will terminate with such termination effective as of the date\nof the Settlement Agreement; (iv) effective upon, but only upon, Helena’s actual and timely receipt of the Cash Payment, Helena\nwill release the Company and its past and present officers, directors, employees, agents and affiliates from the Helena Claims and any\nother claims arising out of or relating to the Helena Agreements prior to the effective date of the Settlement Agreement, and the Company\nhas released Helena and its related parties from claims arising out of or relating to the Helena Agreements, in each case subject to certain\npreserved claims specified therein (including claims arising under the settlement documents and claims for fraud, intentional misrepresentation\nor willful misconduct); (v) Helena consented and waived any breaches with respect to the Company’s entry into certain financing\narrangements; and (vi) the Company agreed to indemnify Helena and certain related parties as provided therein.\n\n \n\nIf the Cash Payment is not timely satisfied in full,\nHelena’s release will not become effective and all of the Helena Claims and Helena’s other rights and remedies under or relating\nto the Helena Agreements will remain outstanding and available to Helena in full. The Settlement Agreement contains customary representations,\nwarranties and covenants, is governed by New York law, and provides for the exclusive jurisdiction of the state and federal courts located\nin the Borough of Manhattan, City of New York, and a mutual waiver of jury trial.\n\n \n\nThe foregoing description of the Settlement Agreement\ndoes not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of\nwhich is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference."}