---
schema_version: "secwatch.filing_event.v1"
accession: "0001731122-26-000206"
form_type: "8-K"
ticker: "SDOT"
cik: "0001701756"
company_name: "Sadot Group Inc."
filed_at: "2026-02-10T23:59:59+00:00"
generated_at: "2026-05-16T03:37:20.752084+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.35
calibrated_materiality_score: 0.35
confidence: "high"
source: SEC EDGAR
---

# Sadot Group raises $1M via 8% OID debentures; issues 300K incentive shares

## Summary
- Aggregate principal amount of Debentures up to $1,086,956.52; funded amount $1,000,000 after 8% OID.
- Debentures mature May 30, 2026, or earlier on closing of $5M+ financing; no regular interest.
- Company issued 300,000 shares of common stock as incentive shares to purchasers.
- Debentures include negative covenants restricting additional debt, liens, dividends, and affiliate transactions without consent.
- RBW Capital Partners and Dawson James Securities served as financial advisor for $10,000 fee.

## SEC filing metadata
- accession: 0001731122-26-000206
- form_type: 8-K
- ticker: SDOT
- cik: 0001701756
- company_name: Sadot Group Inc.
- filed_at: 2026-02-10T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.35
- calibrated_materiality_score: 0.35
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1701756/000173112226000206/0001731122-26-000206-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1701756/000173112226000206/e7308_8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001731122-26-000206
- JSON: https://secwatch.observer/filing/0001731122-26-000206.json
- Plain text: https://secwatch.observer/filing/0001731122-26-000206.txt

## Key facts
- Equity Issuances
  Sadot Group Inc. issued convertible note to accredited investors (the Purchasers) for $1,086,956.52 aggregate principal amount (funded $1,000,000 after 8% original issue discount).
  - Security: convertible note
  - Purchaser: accredited investors (the Purchasers)
  - Consideration: $1,086,956.52 aggregate principal amount (funded $1,000,000 after 8% original issue discount)
  source text: the Company agreed to issue and sell, and the Purchasers agreed to purchase, 8% Unsecured Original Issue Discount Debentures (the “Debentures”) in the aggregate principal amount of up to $1,086,956.52 (with a funded amount of $1,000,000 after giving effect to an 8% original issue discount)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1701756/000173112226000206/0001731122-26-000206-index.htm
- Equity Issuances
  Sadot Group Inc. issued 300,000 shares of common stock to accredited investors (the Purchasers) for additional consideration for the Debentures.
  - Security: common stock
  - Shares: 300,000 shares
  - Purchaser: accredited investors (the Purchasers)
  - Consideration: additional consideration for the Debentures
  source text: the Company issued an aggregate of 300,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Purchasers on a pro rata basis (the “Incentive Shares”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1701756/000173112226000206/0001731122-26-000206-index.htm
- Material Agreements
  Sadot Group Inc. entered into Securities Purchase Agreement with certain accredited investors valued at 8% Unsecured Original Issue Discount Debentures in aggregate principal amount of up to $1,086,956.52 (effective 2026-02-06).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: certain accredited investors
  - Value: 8% Unsecured Original Issue Discount Debentures in aggregate principal amount of up to $1,086,956.52
  - Effective: 2026-02-06
  source text: On February 6, 2026, Sadot Group Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”) with certain accredited investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, and the Purchasers agreed to purchase, 8% Unsecured Original Issue Discount Debentures (the “Debentures”) in the aggregate principal amount of up to $1,086,956.52 (with a funded amount of $1,000,000 after giving effect to an 8% original issue discount).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1701756/000173112226000206/0001731122-26-000206-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.