Sadot Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On February 11, 2026, Sadot Group Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with Stanley Hills, LLC (the “Purchaser”), pursuant to which the Company agreed to issue and sell to the Purchaser 10,000 shares of the Company’s newly designated Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), for an aggregate purchase price of $145,244 (the “Transaction”).
The terms of the Series A Preferred Stock are set forth in the Certificate of Designation of Series A Preferred Stock (the “Certificate of Designation”) filed with the Nevada Secretary of State on February 11, 2026. Each share of Series A Preferred Stock has a stated value of $14.5244. The Series A Preferred Stock is non-convertible into common stock. The Purchaser is entitled to vote on an as-converted basis, with each share carrying 14.5244 votes (assuming a $1.00 conversion price for voting purposes), for an aggregate of 145,244 votes across all 10,000 shares. The Series A Preferred Stock ranks pari passu with the Company’s common stock with respect to dividends and distributions upon liquidation, dissolution or winding up. The Company has the right, at its sole option, to redeem all or any portion of the outstanding Series A Preferred Stock at any time at the stated value per share (plus any declared but unpaid dividends).
The SPA contains customary representations, warranties, and covenants by the Company and the Purchaser. The Transaction was exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Rule 506(b) of Regulation D.
The foregoing description of the SPA and the Certificate of Designation is qualified in its entirety by reference to the full text of those documents, which are filed as exhibits to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.
On February 11, 2026, the Company issued and sold 10,000 shares of Series A Preferred Stock to the Purchaser in a private placement for aggregate gross proceeds of $145,244. The issuance was exempt from registration under the Securities Act pursuant to Section 4(a)(2) and Rule 506(b) of Regulation D. No underwriter or placement agent was involved in the transaction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
| 3.1 | Certificate of Designation of Series A Preferred Stock, filed with the Nevada Secretary of State on February 11, 2026 |
| 10.1 | Securities Purchase Agreement, dated February 11, 2026, by and between Sadot Group Inc. 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: February 12, 2026 | ||