Sadot Group Inc. 8-K

What Happened
Sadot Group Inc. announced it entered a Securities Purchase Agreement on February 6, 2026 and closed a private placement on February 9, 2026 issuing 8% Unsecured Original Issue Discount (OID) Debentures that funded $1,000,000 (aggregate principal up to $1,086,956.52 before the 8% OID). The Debentures were sold to accredited investors in a transaction exempt from registration under Section 4(a)(2) and Rule 506(b). In addition to the debt, the Company issued 300,000 shares of its common stock to the purchasers as incentive shares. Sadot engaged RBW Capital Partners LLC and Dawson James Securities, Inc. for advisory services and paid a one-time fee of $10,000.

Key Details

• Financing: 8% Unsecured OID Debentures, funded amount $1,000,000 (principal up to $1,086,956.52 before OID).
• Maturity: earlier of May 30, 2026 (four months from issue) or the closing of any debt/equity financing raising at least $5,000,000; company may prepay at principal amount.
• Interest/Structure: No periodic interest payments; issued at an 8% original issue discount.
• Additional terms: 300,000 common shares issued as incentive; Debentures include negative covenants (limits on new debt, liens, repurchases, dividends, certain affiliate transactions) and customary events of default. Advisory engagement dated January 29, 2026 with a $10,000 fee and a four‑month exclusive placement agent provision.

Why It Matters
This filing shows Sadot obtained short-term financing to provide immediate cash ($1.0M) but with a quick maturity (about four months) unless replaced by a larger $5M+ financing. Investors should note potential dilution from the 300,000 shares issued and restrictive covenants in the debentures that may limit the company’s ability to take on additional debt or make certain transactions without lender consent. The company’s ability to refinance, secure a larger financing, or repay by May 30, 2026 will be material to liquidity and near-term capital strategy.