Sadot Group Inc. Settles Debenture, Issues 33,968 Common Shares

What Happened
Sadot Group Inc. announced that on August 19, 2026 an outstanding 8% Unsecured OID Debenture (original principal $271,739.13) previously held by Igor Poluyko was assigned to a third‑party and then settled with the Company. Under a Debt Settlement and Share Issuance Agreement the Company extinguished the entire $271,739.13 principal in exchange for issuing 33,968 shares of common stock. The issuance will be made relying on the Section 3(a)(9) registration exemption.

Key Details

• Assignment: Igor Poluyko assigned his February 9, 2026 debenture to an assignee on Aug 19, 2026; the Company consented and registered the transfer.
• Settlement: $271,739.13 of debt was settled in full for 33,968 shares of common stock to be issued within two business days of the agreement.
• Issuance limits: Settlement shares are subject to a 4.99% beneficial‑ownership cap (can be increased to 9.99% after 61 days with notice), a 19.99% aggregate exchange cap per Nasdaq rules, and a daily leak‑out limit of 15% of daily trading volume.
• Consents/waivers: Holders of the remaining February debentures provided written approval and waived equal‑treatment rights; the July 16, 2026 $4,000,000 senior note holder and the investor under the July 16, 2026 Equity Purchase Facility Agreement (EPFA) each provided one‑time consents/waivers limited to these transactions.
• Effect on July Note: The July note’s anti‑dilution protections were not waived; because the settlement shares were issued below the July Note’s fixed conversion price, the July Note’s conversion price automatically adjusted downward per its terms. The Company agreed to reimburse the July Note holder’s fees for consenting.

Why It Matters
This is a debt‑for‑equity transaction that reduces Sadot’s short‑term debt by $271,739.13 and increases outstanding common shares by 33,968. For investors, key impacts include dilution (new shares issued) and an automatic adjustment to the conversion price of the $4.0M July Note, which could make conversion into common stock cheaper for that holder and increase potential dilution further. The transaction was structured with ownership and exchange caps and required consents from other note and equity facility holders, indicating coordination with major creditors and financing counterparties.