Sadot Group Inc. 8-K

What Happened
Sadot Group Inc. announced on June 8, 2026 that it amended the June 2, 2026 share purchase agreement for its acquisition of Anira Consulting FZC. Under the amendment the consideration remains $12,000,000 but has been restructured: 135,000 common shares, 1,000 non‑convertible Series B Preferred shares, and a zero‑interest promissory note for $5,000,000. The board approved the amendment and the Company filed an amended Certificate of Designation for the Series B with the Nevada Secretary of State.

Key Details

• Total purchase price: USD $12,000,000 (135,000 common shares at $3.00 each = $405,000; 1,000 Series B Preferred shares with stated value $6,595/share = $6,595,000; $5,000,000 promissory note).
• Series B Preferred Stock: non‑voting, non‑convertible, stated value $6,595/share, pari passu with common stock for dividends, liquidation preference equal to stated value (plus declared but unpaid dividends), redemption at Company’s option at stated value.
• Promissory Note: zero interest, principal $5,000,000, matures June 2, 2028; Company may prepay with at least 5 business days’ notice and a prepayment discount equal to 1% per remaining full month until maturity.
• Corporate action: Amended Certificate of Designation filed ~June 8, 2026; board adopted amendment (no shareholder vote required prior to issuance). Transaction exempt from registration under Section 4(a)(2) and/or Regulation D.

Why It Matters
This filing documents the finalized form of consideration for Sadot’s acquisition of Anira and clarifies investor claims and dilution effects. Because the Series B shares are non‑convertible and non‑voting, they do not convert into common stock (so no automatic equity dilution from conversion), but they do carry a significant stated value and liquidation preference that gives holders a senior claim ahead of common shareholders in a liquidation scenario. The $5M zero‑interest note represents a cash obligation due in 2028, with a built‑in prepayment discount that may reduce future cash outflows if the Company repays early. Investors should note the changed capital structure and the new preferred claim on assets and dividends when assessing equity value and risk.