18.       Subsequent Events

Shareholder Approval of Material Proxy Proposals

On April 13, 2026, the Company’s shareholders approved the material proposals presented at the Annual Meeting of Shareholders. The following approvals have a direct or potential financial impact and are therefore disclosed in detail:

Board of Directors Election and Other Advisory Matters

The shareholders also elected all director nominees as presented in the proxy and approved other advisory matters, including say-on-pay votes. These votes do not have a direct financial impact and are summarized for completeness.

NASDAQ Notice

On May 5, 2026, Sadot Group Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it no longer satisfies the minimum shareholders’ equity requirement for continued listing on the Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(b)(1). Specifically, the Company’s shareholders’ equity as reported in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 was ($54,745,000). The Company does not meet the alternative compliance standards of either a market value of listed securities of $35 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years. Under Nasdaq rules, the Company has 45 calendar days from the date of the letter (until June 22, 2026) to submit a plan to regain compliance. If the plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the letter to evidence compliance. The letter has no immediate effect on the listing or trading of the Company’s common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “SDOT,” subject to the Company’s continued compliance with other listing requirements. The Company intends to submit a compliance plan to Nasdaq within the required timeframe and is evaluating various strategic options to regain compliance. There can be no assurance that the plan will be accepted by Nasdaq, that any extension will be granted, or that the Company will regain compliance within the allotted period.

Convertible Note Conversions

Subsequent to March 31, 2026, between April 30, 2026 and May 5, 2026, certain holders of the Company’s convertible notes elected to convert an aggregate of approximately $3.6 million of outstanding notes payable into shares of the Company’s common stock pursuant to the terms of the applicable notes. In connection with these conversions, the Company issued an aggregate of 11,559,964 shares of common stock, consisting of (i) 309,734 shares issued at a conversion price of $0.9458 per share, (ii) 2,182,908 shares issued at a conversion price of $0.4559 per share, and (iii) 9,067,322 shares issued at a conversion price of $0.2511 per share. The conversions reduced the Company’s outstanding indebtedness by the corresponding amounts.

Preferred Stock – Proceeds Received

Subsequent to March 31, 2026, the Company received aggregate cash proceeds of approximately $145.0 thousand related to the issuance of 10,000 shares of Series A Preferred Stock to an investor on February 11, 2026.

Evaluation of Subsequent Events

The Company has evaluated subsequent events through the date these financial statements were issued and determined that no additional events require recognition or disclosure.