Sadot Group Inc. 8-K

What Happened
Sadot Group Inc. announced on February 11, 2026 that it entered into a Securities Purchase Agreement with Stanley Hills, LLC to sell 10,000 newly designated Series A Preferred Stock shares for an aggregate $145,244. The Certificate of Designation for the Series A Preferred Stock was filed with the Nevada Secretary of State the same day.

Key Details

• 10,000 shares of Series A Preferred Stock issued for total proceeds of $145,244 (stated value $14.5244 per share).
• Series A is non-convertible into common stock but carries voting rights "as-converted" of 14.5244 votes per share (assumes $1.00 conversion price for voting purposes), totaling 145,244 votes across the 10,000 shares.
• Series A ranks pari passu with common stock for dividends and distributions on liquidation, dissolution or winding up.
• Company may redeem all or part of the Series A at its sole option at the stated value per share plus any declared but unpaid dividends. Transaction was conducted in a private placement exempt from registration (Section 4(a)(2) and/or Rule 506(b) of Regulation D).

Why It Matters
For investors, the filing shows Sadot raised $145k through a private sale of preferred stock that does not dilute common shares (non-convertible) but does grant the purchaser significant voting influence via as-converted voting rights. The preference ranks equally with common stock for dividends and liquidation, and the company retains a redemption right. Review the Certificate of Designation and the Securities Purchase Agreement (filed as exhibits) for full terms and potential governance implications.