Sadot Group Inc. Announces Acquisition of SalesIQ Platform

What Happened
Sadot Group Inc. announced it closed an Asset Purchase Agreement on September 30, 2026 to acquire the SalesIQ AI-enabled commercial origination platform from Softech Resources Limited. The Company paid US$300,000 in cash (twelve monthly installments, first paid at closing) and issued 3,575 shares each of newly designated Series D and Series E Non‑Voting Contingently Convertible Preferred Stock (stated value US$1,000 per share; stated aggregate value US$7,450,000). The Company intends to customize and integrate SalesIQ with its TradeIQ forecasting platform and TradeOS trade-and-risk platform; post-closing integration work is separate from the Purchased Assets.

Key Details

• Closing date: September 30, 2026. Cash consideration: US$300,000, payable as 12 monthly US$25,000 installments (first paid at closing).
• Preferred stock issued: 3,575 shares Series D and 3,575 shares Series E (non‑voting, no dividends, no liquidation preference). Stated conversion price: US$13.00/share (up to 275,000 conversion shares per series; 550,000 total) — conversion is contingent.
• Conversion conditions (must be met within 36 months): ARR milestone (Series D: US$250,000 ARR; Series E: US$500,000 ARR from bona fide third‑party customers), stockholder approval under Nasdaq Rule 5635 and Nevada law, Nasdaq written confirmation (no change-of-control or re-listing consequence), listing notification, and securities-law compliance. Stockholder approval and Nasdaq confirmation are not waivable.
• Seller protections/limits: Seller entered a Voting Agreement and Irrevocable Proxy to vote in line with the Board, agreed to a three‑year standstill and transfer restrictions; Conversion Shares would be subject to a 6‑month lock-up and then 12 months of a daily 10% ADTV selling limit. The Company assumed only limited post-closing liabilities expressly assigned in the Purchase Agreement.

Why It Matters
This acquisition adds an AI-enabled customer‑origination product to Sadot’s suite, aimed at identifying and converting commodity‑trading prospects and could accelerate commercial opportunities when integrated with Sadot’s TradeIQ/TradeOS offerings. The purchase structure preserves cash short‑term but creates potential dilution: the Series D/E preferred can convert into up to 550,000 common shares if multiple conditions (notably ARR targets and stockholder/Nasdaq approvals) are met within three years. Investors should note the conditional nature of conversion — conversion is not automatic and requires revenue milestones and approvals — and the Voting Agreement and transfer limits that restrict the seller’s rights and future sales of converted shares.