{"filing":{"accession_number":"0001731122-26-000952","cik":"0001701756","ticker":"SDOT","company_name":"Sadot Group Inc.","form":"8-K","filing_date":"2026-07-17","report_date":null,"primary_document":"e7788_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1701756/000173112226000952/e7788_8k.htm"},"events":[{"id":18590,"run_id":16715,"accession_number":"0001731122-26-000952","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.94,"summary":"Sadot Group entered into and completed a material acquisition of intellectual property assets (TradeIQ) valued at $6,000,000 in aggregate consideration, consisting of cash, common stock, and Series C Preferred Stock, pursuant to an IP Purchase Agreement executed on July 14, 2026.","company_name":"Sadot Group Inc.","ticker":"SDOT","filing_date":"2026-07-17","form":"8-K","submitted_at":null,"items":[{"id":17444,"accession_number":"0001731122-26-000952","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses entry into a material definitive agreement for acquisition of intellectual property assets (TradeIQ) valued at $6,000,000 in aggregate consideration, consisting of cash, common stock, and preferred stock. This constitutes a material acquisition under Item 1.01. While the section also describes debt and equity financing arrangements, the primary disclosed transaction is the IP acquisition, which is the focus of the Item 1.01 heading and opening paragraphs.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T12:32:55.925358+00:00","company_name":"","ticker":null,"filing_date":""},{"id":17445,"accession_number":"0001731122-26-000952","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of an acquisition of intellectual property assets (the \"Purchased IP\") pursuant to an IP Purchase Agreement on July 14, 2026. The Company paid cash and issued equity consideration (Consideration Shares and Preferred Consideration Shares), which are hallmarks of a material acquisition transaction. Item 2.01 is the standard disclosure vehicle for completed acquisitions or dispositions of assets.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T12:32:55.925358+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18591,"run_id":16715,"accession_number":"0001731122-26-000952","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"The Company issued Notes under a Note Purchase Agreement as part of the acquisition financing, creating direct financial obligations secured by a Security and Pledge Agreement and Guaranty.","company_name":"Sadot Group Inc.","ticker":"SDOT","filing_date":"2026-07-17","form":"8-K","submitted_at":null,"items":[{"id":17446,"accession_number":"0001731122-26-000952","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 2.03 discloses creation of a direct financial obligation through issuance of Notes under a Note Purchase Agreement, with security pledged under a Security and Pledge Agreement and a Guaranty. This is a classic debt issuance event. The incorporation by reference to Item 1.01 confirms the underlying transaction involves creation of debt obligations, making this material to investors assessing the registrant's capital structure and financial obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T12:32:55.925358+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18592,"run_id":16715,"accession_number":"0001731122-26-000952","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"Sadot Group issued 200,000 shares of Common Stock and 3,950 shares of Series C Preferred Stock to the seller as acquisition consideration, plus convertible notes and additional shares under an Equity Purchase Facility Agreement, all offered under Section 4(a)(2) and Regulation D exemptions.","company_name":"Sadot Group Inc.","ticker":"SDOT","filing_date":"2026-07-17","form":"8-K","submitted_at":null,"items":[{"id":17447,"accession_number":"0001731122-26-000952","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered issuances of equity securities: 200,000 shares of Common Stock and 3,950 shares of Series C Preferred issued to the Seller as consideration for an IP acquisition, plus convertible notes and additional shares under an Equity Purchase Facility Agreement, all offered under Section 4(a)(2) and Regulation D exemptions. This is a classic dilutive private placement of equity and convertible securities to raise capital or fund an acquisition, material to investors assessing ownership dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T12:32:55.925358+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18593,"run_id":16715,"accession_number":"0001731122-26-000952","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.79,"summary":"The Company created a new class of Series C Non-Voting Non-Convertible Preferred Stock with 3,950 authorized shares, a $1,000 stated value per share, and cumulative 6% dividends (rising to 9% upon default), materially modifying the capital structure and restricting common stockholders' rights to dividends, redemptions, and repurchases while the preferred shares remain outstanding.","company_name":"Sadot Group Inc.","ticker":"SDOT","filing_date":"2026-07-17","form":"8-K","submitted_at":null,"items":[{"id":17448,"accession_number":"0001731122-26-000952","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.72,"reasoning":"The disclosure describes a material modification to the rights of common stockholders through the issuance of Series C Preferred Stock with a Certificate of Designation that restricts the Company's ability to declare dividends, redeem, or repurchase common stock while the preferred shares remain outstanding and accrued dividends are unpaid. This is a governance event involving capital structure and shareholder rights, but does not fit the specific categories of exec_appointment, exec_departure, exec_compensation, or shareholder_vote_results. The restriction on common stock dividends and repurchases materially affects common shareholders' economic rights.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T12:32:55.925358+00:00","company_name":"","ticker":null,"filing_date":""},{"id":17449,"accession_number":"0001731122-26-000952","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The filing discloses a Certificate of Designation creating a new class of Series C Non-Voting Non-Convertible Preferred Stock with 3,950 authorized shares, a $1,000 stated value per share, and cumulative 6% dividends (rising to 9% upon default). This is a governance event involving amendment to the company's capital structure and articles of incorporation. While it involves financial terms (dividends, liquidation preference), the core disclosure is the structural change to authorized stock classes, making it a governance matter rather than a pure financial issuance. The materiality is high because it creates a new senior security affecting the capital structure and future dividend obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T12:32:55.925358+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18594,"run_id":16715,"accession_number":"0001731122-26-000952","anchor_item_number":"8.01","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"summary":"Sadot Group disclosed that it failed to meet Nasdaq's minimum stockholders' equity requirement of $2,500,000 under Listing Rule 5550(b)(1), with explicit warning that failure to regain and maintain compliance could result in delisting, though management believes recent transactions have restored compliance to over $7,000,000.","company_name":"Sadot Group Inc.","ticker":"SDOT","filing_date":"2026-07-17","form":"8-K","submitted_at":null,"items":[{"id":17450,"accession_number":"0001731122-26-000952","item_number":"8.01","item_title":"Other Events.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The disclosure centers on Sadot Group's failure to meet Nasdaq's minimum stockholders' equity requirement of $2,500,000 under Listing Rule 5550(b)(1), with explicit warning that \"failure to regain and maintain compliance could result in the delisting of the Company's common stock.\" Although management believes recent transactions have restored compliance to over $7,000,000, the filing emphasizes substantial uncertainty: \"There can be no assurance...that the Company has regained or will maintain compliance\" and that the independent auditor's review may not reflect the required equity level. This is a classic delisting-risk disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T12:32:55.925358+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":17444,"accession_number":"0001731122-26-000952","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"The filing discloses entry into a material definitive agreement for acquisition of intellectual property assets (TradeIQ) valued at $6,000,000 in aggregate consideration, consisting of cash, common stock, and preferred stock. This constitutes a material acquisition under Item 1.01. While the section also describes debt and equity financing arrangements, the primary disclosed transaction is the IP acquisition, which is the focus of the Item 1.01 heading and opening paragraphs.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T12:32:55.925358+00:00","company_name":"Sadot Group Inc.","ticker":"SDOT","filing_date":"2026-07-17"},{"id":17445,"accession_number":"0001731122-26-000952","item_number":"2.01","item_title":"Completion of Acquisition or Disposition of Assets.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses completion of an acquisition of intellectual property assets (the \"Purchased IP\") pursuant to an IP Purchase Agreement on July 14, 2026. The Company paid cash and issued equity consideration (Consideration Shares and Preferred Consideration Shares), which are hallmarks of a material acquisition transaction. Item 2.01 is the standard disclosure vehicle for completed acquisitions or dispositions of assets.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T12:32:55.925358+00:00","company_name":"Sadot Group Inc.","ticker":"SDOT","filing_date":"2026-07-17"},{"id":17446,"accession_number":"0001731122-26-000952","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 2.03 discloses creation of a direct financial obligation through issuance of Notes under a Note Purchase Agreement, with security pledged under a Security and Pledge Agreement and a Guaranty. This is a classic debt issuance event. The incorporation by reference to Item 1.01 confirms the underlying transaction involves creation of debt obligations, making this material to investors assessing the registrant's capital structure and financial obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T12:32:55.925358+00:00","company_name":"Sadot Group Inc.","ticker":"SDOT","filing_date":"2026-07-17"},{"id":17447,"accession_number":"0001731122-26-000952","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered issuances of equity securities: 200,000 shares of Common Stock and 3,950 shares of Series C Preferred issued to the Seller as consideration for an IP acquisition, plus convertible notes and additional shares under an Equity Purchase Facility Agreement, all offered under Section 4(a)(2) and Regulation D exemptions. This is a classic dilutive private placement of equity and convertible securities to raise capital or fund an acquisition, material to investors assessing ownership dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T12:32:55.925358+00:00","company_name":"Sadot Group Inc.","ticker":"SDOT","filing_date":"2026-07-17"},{"id":17448,"accession_number":"0001731122-26-000952","item_number":"3.03","item_title":"Material Modification to Rights of Security Holders.","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.72,"reasoning":"The disclosure describes a material modification to the rights of common stockholders through the issuance of Series C Preferred Stock with a Certificate of Designation that restricts the Company's ability to declare dividends, redeem, or repurchase common stock while the preferred shares remain outstanding and accrued dividends are unpaid. This is a governance event involving capital structure and shareholder rights, but does not fit the specific categories of exec_appointment, exec_departure, exec_compensation, or shareholder_vote_results. The restriction on common stock dividends and repurchases materially affects common shareholders' economic rights.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T12:32:55.925358+00:00","company_name":"Sadot Group Inc.","ticker":"SDOT","filing_date":"2026-07-17"},{"id":17449,"accession_number":"0001731122-26-000952","item_number":"5.03","item_title":"Amendments to Articles of Incorporation or Bylaws; Change","event_type":"governance_other","event_domain":"governance","is_material":true,"confidence":0.85,"reasoning":"The filing discloses a Certificate of Designation creating a new class of Series C Non-Voting Non-Convertible Preferred Stock with 3,950 authorized shares, a $1,000 stated value per share, and cumulative 6% dividends (rising to 9% upon default). This is a governance event involving amendment to the company's capital structure and articles of incorporation. While it involves financial terms (dividends, liquidation preference), the core disclosure is the structural change to authorized stock classes, making it a governance matter rather than a pure financial issuance. The materiality is high because it creates a new senior security affecting the capital structure and future dividend obligations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T12:32:55.925358+00:00","company_name":"Sadot Group Inc.","ticker":"SDOT","filing_date":"2026-07-17"},{"id":17450,"accession_number":"0001731122-26-000952","item_number":"8.01","item_title":"Other Events.","event_type":"delisting_risk","event_domain":"terminal","is_material":true,"confidence":0.95,"reasoning":"The disclosure centers on Sadot Group's failure to meet Nasdaq's minimum stockholders' equity requirement of $2,500,000 under Listing Rule 5550(b)(1), with explicit warning that \"failure to regain and maintain compliance could result in the delisting of the Company's common stock.\" Although management believes recent transactions have restored compliance to over $7,000,000, the filing emphasizes substantial uncertainty: \"There can be no assurance...that the Company has regained or will maintain compliance\" and that the independent auditor's review may not reflect the required equity level. This is a classic delisting-risk disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-17T12:32:55.925358+00:00","company_name":"Sadot Group Inc.","ticker":"SDOT","filing_date":"2026-07-17"}]}