UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): April 13, 2026
Commission File Number 001-39223
Sadot Group Inc.
(Exact name of small business issuer as specified in its charter)
| Nevada | 47-2555533 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
295 E. Renfro Street, Suite 300, Forth Worth, Texas 76028
(Address of principal executive offices)
(832) 604-9568
(Issuer’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act: Not applicable.
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, $0.0001 par value | SDOT | The Nasdaq Stock Market |
Item 5.07 Submission of Matters to a Vote of Security Holders
Sadot Group Inc. (the “Company”) held its Annual Meeting on April 13, 2026. Of the 1,994,324 shares of Common Stock outstanding on February 17, 2026, the record date, 1,398,677 shares of common stock and 10,000 Series A Preferred Stock were represented at the Annual Meeting, in person or by proxy, constituting a quorum. The proposals considered at the Annual Meeting are described in detail in the Proxy Statement. The proposals described below were voted upon at the Annual Meeting and the number of votes cast with respect to each proposal was as set forth below:
(1) Election of Directors. The following nominees for election as Director received the number of votes set opposite their respective names:
| Nominee | For | Withheld | Non-Votes | |||||||||
| Chagay Ravid | 1,066,671 | 93,525 | 238,481 | |||||||||
| Sean Schnapp | 1,101,434 | 58,762 | 238,481 | |||||||||
| Alexander David | 1,101,272 | 58,924 | 238,481 | |||||||||
| Liat Franco | 1,099,998 | 60,198 | 238,481 | |||||||||
| Yuriy Shirinyan | 1,101,122 | 59,074 | 238,481 | |||||||||
The aforesaid nominees have been elected as Directors.
(2) Ratification of Appointment of Independent Registered Public Accounting Firm received the following votes:
| Votes | Amount | ||||
| For | 1,312,478 | ||||
| Against | 81,083 | ||||
| Abstain | 5,116 | ||||
| Non-Votes | 0 | ||||
The proposal was approved and accordingly ratified.
(3) Amendment of the Company’s Articles of Incorporation to Increase the Number of Authorized Shares of Common Stock received the following votes:
| Votes | Amount | ||||
| For | 1,264,768 | ||||
| Against | 130,776 | ||||
| Abstain | 3,133 | ||||
| Non-Votes | 0 | ||||
The proposal was approved.
(4) Approval of the 2025 Equity Incentive Plan received the following votes:
| Votes | Amount | ||||
| For | 1,091,153 | ||||
| Against | 66,217 | ||||
| Abstain | 2,826 | ||||
| Non-Votes | 238,481 | ||||
The proposal was approved.
(5) To Approve the Issuance of Shares of Common Stock to Helena Pursuant to the Terms of a Purchase Agreement Included as Appendix C to the Proxy Statement, with Such Modifications, Amendments, or Changes (Consistent with the Intent and Purpose of This Proposal) Agreed Upon by the Parties to the Purchase Agreement, and in Accordance with the Stockholder Approval Requirements of Nasdaq Listing Rules 5635 received the following votes:
| Votes | Amount | ||||
| For | 1,078,153 | ||||
| Against | 76,454 | ||||
| Abstain | 5,589 | ||||
| Non-Votes | 238,481 | ||||
The proposal was approved.
(6) To Approve the Issuance of Shares of Common Stock to the December 2024 Purchasers Pursuant to the Terms of the December 2024 Notes Included as Appendix D to the Proxy Statement, with Such Modifications, Amendments, or Changes (Consistent with the Intent and Purpose of This Proposal) Agreed Upon by the Parties to the December 2024 Notes, and in Accordance with the Stockholder Approval Requirements of Nasdaq Listing Rules 5635 received the following votes:
| Votes | Amount | ||||
| For | 1,078,140 | ||||
| Against | 76,367 | ||||
| Abstain | 5,689 | ||||
| Non-Votes | 238,481 | ||||
The proposal was approved.
(7) To Approve the Issuance of Shares of Common Stock to the October 2024 Purchaser Pursuant to the Terms of the October 2024 Note Included as Appendix E to the Proxy Statement, with Such Modifications, Amendments, or Changes (Consistent with the Intent and Purpose of This Proposal) Agreed Upon by the Parties to the October 2024 Note, and in Accordance with the Stockholder Approval Requirements of Nasdaq Listing Rules 5635 received the following votes:
| Votes | Amount | ||||
| For | 1,078,121 | ||||
| Against | 76,386 | ||||
| Abstain | 5,689 | ||||
| Non-Votes | 238,481 | ||||
The proposal was approved.
(8) To Approve the Issuance of 793,000 Shares of Common Stock to Aggia Pursuant to the Terms of the Aggia Agreement Included as Appendix F to the Proxy Statement, with Such Modifications, Amendments, or Changes (Consistent with the Intent and Purpose of This Proposal) Agreed Upon by the Parties to the Aggia Agreement, and in Accordance with the Stockholder Approval Requirements of Nasdaq Listing Rules 5635 received the following votes:
| Votes | Amount | ||||
| For | 1,078,864 | ||||
| Against | 78,057 | ||||
| Abstain | 3,275 | ||||
| Non-Votes | 238,481 | ||||
The proposal was approved.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SADOT GROUP INC. | ||
| By: | /s/ Chagay Ravid | |
| Name: | Chagay Ravid | |
| Title: | Chief Executive Officer | |
| Date: | April 15, 2026 |