UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On June 26, 2026 (the “Closing Date”), Sadot Group Inc. (the “Company”) entered into and consummated a Share Purchase Agreement (the “SPA”) with Dream America Marketing Services, Ltd, a company organized under the laws of Costa Rica (the “Purchaser”), pursuant to which the Company sold, transferred and assigned to the Purchaser one hundred percent (100%) of the issued and outstanding membership interests (the “Interests”) of Sadot Latam LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Sadot Latam”).
The aggregate purchase price for the Interests consists of: (i) $1,000 in cash, payable by wire transfer; plus (ii) a profit-sharing payment equal to 27.5% of cash actually collected in respect of certain receivables held by Sadot Latam and Sadot LLC, as more particularly described in Appendix A to the SPA. The Purchaser acquired the Interests on an “as is, where is” basis, inclusive of all existing and threatened litigation, claims and liabilities of Sadot Latam.
The assets of Sadot Latam transferred in connection with the sale, as set forth in Appendix A to the SPA, consist principally of the following:
● A Citizens Bank deposit of approximately $250,000;
● Kaford receivable (amount subject to collection);
● Naturz receivable (amount subject to collection);
● 50% of any net collection amount from the Zambia receivable; and
● 50% of any net collection amount from the Zen Noh lawsuit.
The SPA contains customary representations, warranties, covenants and indemnification provisions. The Seller has agreed to provide legal support for a period of six (6) months following the Closing Date for all litigation and disputes involving Sadot Latam existing as of the Closing Date. The SPA is governed by the laws of the State of New York, with disputes to be resolved by arbitration administered by the American Arbitration Association in New York, New York.
The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 8.01 Other Events.
Financial Statement Impact — Deconsolidation of Sadot Latam
As a result of the consummation of the sale on the Closing Date, the Company will cease to consolidate Sadot Latam in its consolidated financial statements from
and after the Closing Date. The Company is evaluating the accounting treatment of the deconsolidation in accordance with Accounting Standards Codification Topic 810
, and
expects to reflect the effects of the deconsolidation in its consolidated financial statements for the fiscal quarter ending June 30, 2026. The financial effects of the deconsolidation are preliminary, have not been audited or reviewed by the Company’s independent registered public accounting firm, and remain subject to change.
The Board has authorized this voluntary disclosure under Item 8.01 of Form 8-K in order to provide transparency regarding the transaction.
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Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, without limitation, statements regarding the anticipated timing and accounting effects of the deconsolidation of Sadot Latam. These statements are based on current expectations and are subject to risks, uncertainties and assumptions, including risks related to accounting determinations, collectability of the receivables, and other factors described in the Company’s filings with the Securities and Exchange Commission. Actual results may differ materially from those expressed or implied in any forward-looking statement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
| 10.1 | Share Purchase Agreement, dated as of June 26, 2026, by and between Sadot Group Inc. and Dream America Marketing Services, Ltd. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SADOT GROUP INC. | |
| Date: June 29, 2026 | |
| By: /s/ Haggai Ravid | |
| Name: Haggai Ravid | |
| Title: Chief Executive Officer |
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