Sadot Group Inc. 8-K

What Happened

• Sadot Group Inc. announced it entered a First Amendment to the Stock Purchase Agreement with Stanley Hills, LLC on March 2, 2026, amending the Original SPA dated February 11, 2026.
• The amendment reduces the Series A Preferred Stock’s stated value from $14.5244 to $5.1596 per share and reduces voting rights from 14.5244 votes to 5.1596 votes per share. These changes apply to the 10,000 Series A shares previously issued (aggregate purchase price $145,244).

Key Details

• Amendment executed: March 2, 2026 (SPA Amendment with Stanley Hills, LLC).
• Certificate of Amendment filed with Nevada Secretary of State: March 5, 2026 (implements the changes).
• Stated value reduced: $14.5244 → $5.1596 per share (aggregate $145,244 → $51,596 across 10,000 shares).
• Voting power reduced: 14.5244 → 5.1596 votes per share (aggregate 145,244 → 51,596 votes across 10,000 shares).
• All other material terms of the Original SPA and the Series A Preferred Stock remain unchanged.

Why It Matters

• The amendment lowers the company’s potential redemption and liquidation exposure (reducing the stated value) and significantly reduces the voting influence of the Series A holder.
• For investors, this changes the rights attached to the outstanding preferred shares and may affect governance dynamics and Nasdaq compliance alignment, while not altering other issued terms.
• No earnings or executive changes were reported in this filing; the item is focused on securities rights and corporate governance adjustments.