Sadot Group Inc. Settles Remaining Debentures; Issues 67,936 Shares

What Happened
Sadot Group Inc. announced on August 21, 2026 that the two remaining 8% Unsecured OID Debentures issued in February (aggregate principal $543,478.26) were assigned to a single assignee and then settled in full. The Company agreed to extinguish the outstanding principal in exchange for issuing 67,936 shares of common stock to the assignee at a fixed $8.00 per share (rounded up per debenture). Following this transaction, no February Debentures remain outstanding. The Company also obtained consents and one‑time waivers from the holder of its $4.0 million July convertible note and from the investor under its up-to-$100 million Equity Purchase Facility Agreement (EPFA) to allow these transactions to proceed.

Key Details

• Assigned Debentures principal settled: $543,478.26 (aggregate), settlement date August 21, 2026.
• Settlement Shares issued: 67,936 shares at $8.00 per share (33,968 shares per Assigned Debenture).
• Prior related settlements: two earlier February debentures were settled on Aug 17 and Aug 19 (32,909 and 33,968 shares respectively); after Aug 21 no February debentures remained.
• Ownership and trading limits on the Settlement Shares: 4.99% beneficial ownership cap (can be raised to 9.99% after 61 days’ notice), an aggregate exchange cap of 19.99% under Nasdaq rules, and a daily “leak‑out” limit of 15% of daily trading volume.
• The July Note holder (original principal $4,000,000) and the EPFA investor provided consents/waivers limited to these transactions; the Company will reimburse the July Note holder’s fees.

Why It Matters
The company eliminated $543k of short‑term unsecured debtholders by issuing shares, reducing its outstanding February debenture liability. This reduces future cash outflows tied to those specific debentures but increases the number of common shares outstanding, creating dilution for existing shareholders. The consents and waivers from the July Note holder and the EPFA investor clear contractual hurdles that could have blocked the settlement, but the issued shares are subject to ownership limits and trading restrictions that constrain immediate large acquisitions or sales of the new shares. Investors should note the exact share counts, ownership caps, and that the issuance relied on an exemption from registration under Section 3(a)(9).