EXHIBIT 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
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):
Commission File Number
(Exact name of small business issuer as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
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.
Item 1.01. Entry into a Material Definitive Agreement.
On June 8, 2026, Sadot Group Inc. (the “Company”) entered into an Amendment to Share Purchase Agreement (the “SPA Amendment”) with Shrvan Kumar Yadav (the “Seller”), amending that certain Share Purchase Agreement dated June 2, 2026 (the “Original SPA”) pursuant to which the Company acquired all of the issued and outstanding shares of Anira Consulting FZC, a company incorporated in Sharjah, United Arab Emirates (the “Target” or “Anira”), on June 2, 2026.
The SPA Amendment provides that the 1,000 shares of Series B Preferred Stock to be issued as part of the consideration under the Original SPA shall be non-convertible (the “Series B Preferred Stock”) and that the previously contemplated Convertible Promissory Note in the principal amount of USD $5,000,000 shall be replaced in its entirety with a non-convertible Promissory Note in the same principal amount (the “Note”).
The aggregate purchase price for the acquisition remains USD $12,000,000, consisting of:
| ● | 135,000 shares of the Company’s common stock, par value $0.0001 per share (valued at $3.00 per share, aggregate value USD $405,000); |
| ● | 1,000 shares of Series B Preferred Stock with a stated value of $6,595 per share (aggregate stated value USD $6,595,000); and |
| ● | the Note in the principal amount of USD $5,000,000. |
The Series B Preferred Stock is non-voting and has a liquidation preference equal to the stated value (plus any declared but unpaid dividends), pari passu treatment with common stock for dividends and distributions, and a right for the Company (at its sole option) to redeem all or any portion of the outstanding shares at the stated value (plus any accrued and unpaid dividends). The Series B Preferred Stock has no conversion rights into common stock or any other equity securities of the Company.
The Note is a zero-interest promissory note maturing on June 2, 2028. The Company may prepay all or any portion of the Note at any time prior to maturity upon at least five (5) Business Days’ prior written notice, with the prepayment amount equal to the principal being prepaid multiplied by (1 minus the Discount Percentage). The Discount Percentage equals the number of full calendar months remaining until maturity multiplied by 1% per month. The Note contains customary events of default and is governed by the laws of the State of Nevada.
The SPA Amendment and the issuance of the securities thereunder were approved by the Company’s Board of Directors on June 8, 2026. The transactions remain exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation D promulgated thereunder.
The foregoing descriptions of the SPA Amendment and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA Amendment (including the form of Note attached as an exhibit thereto), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The Original SPA was previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on or about June 3, 2026.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On or about June 8, 2026, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to Designation for its Series B Preferred Stock (the “Amended COD”), amending the prior designation of the series. The Amended COD was adopted by resolution of the Board of Directors pursuant to authority granted in the Company’s Articles of Incorporation (no stockholder approval was required for this amendment effected prior to issuance of any shares of the series).
The Amended COD designates 1,000 shares of Series B Preferred Stock, par value $0.0001 per share, with a stated value of $6,595 per share. The Series B Preferred Stock is non-convertible and non-voting. In the event of any liquidation, dissolution or winding up of the Company, holders of Series B Preferred Stock are entitled to receive, prior to any distribution to holders of common stock (but subject to any senior preferred stock, including the Company’s existing Series A Preferred Stock), an amount per share equal to the stated value (plus any declared but unpaid dividends). The Series B Preferred Stock ranks pari passu with the common stock with respect to dividends and distributions. The Company has the right, at its sole option and discretion, at any time and from time to time, to redeem all or any portion of the outstanding Series B Preferred Stock at a redemption price equal to the stated value per share (plus any declared but unpaid dividends). Fractional shares are rounded up to the next whole share. The Amended COD contains other customary provisions regarding record holders and related matters.
The foregoing description of the Amended COD is qualified in its entirety by reference to the full text of the Amended COD, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: June 10, 2026 | ||
EXHIBIT 3.1
EXHIBIT 10.1
Amendment to Share Purchase Agreement
This Amendment to the Share Purchase Agreement (this “Amendment”), dated as of June 8, 2026 (the “Amendment Date”), is entered into by and between Sadot Group Inc., a Nevada corporation (the “Buyer”), and Shrvan Kumar Yadav (the “Seller”).
RECITALS
WHEREAS, the Buyer and the Seller entered into that certain Share Purchase Agreement dated June 2, 2026 (the “SPA”), pursuant to which the Buyer agreed to acquire from the Seller all of the issued and outstanding shares of Anira Consulting FZC; and
WHEREAS, the parties desire to amend the SPA to provide that the Series B Preferred Stock shall be non-convertible and that the Convertible Promissory Note shall be replaced with a promissory note, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
| 1. | Defined Terms. Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the SPA. |
| 2. | Amendments to Article 1 (Definitions). |
The definition of “Preferred Shares” in Section 1.1 is hereby amended and restated in its entirety as follows:
“Preferred Shares” means the Series B Non-Convertible Preferred Stock of the Buyer to be issued as part of the Consideration Shares as described in Section 2.4, having such rights and preferences as set forth in the Certificate of Designation as attached hereto as Exhibit A (the “Certificate of Designation”), as amended to reflect the non-convertible terms set forth herein and in the amended Certificate of Designation.
| o | The definition of “Convertible Promissory Note” (and all references to the “Convertible Promissory Note” or “Convertible Promissory Note Consideration”) throughout the SPA is hereby amended to refer to the “Promissory Note” (promissory note in the form attached hereto as Exhibit B-1 (the “Promissory Note”)), and all references to convertibility or conversion features of such note are deleted. |
| 3. | Amendments to Article 2 (Purchase Price and Consideration). |
| o | Section 2.3 is hereby amended and restated in its entirety as follows: |
“2.3 Promissory Note Consideration At Closing, the Buyer shall issue to the Designated Recipient(s) the Promissory Note (the “Promissory Note Consideration”) in the aggregate principal amount of USD $5,000,000. The Promissory Note shall not be convertible into shares of common stock of the Buyer.”
Section 2.4 is hereby amended and restated in its entirety as follows:
“2.4 Preferred Share Consideration The balance of the Purchase Price ... shall be satisfied by the issuance to the Designated Recipient(s) of Preferred Shares of the Buyer (the “Preferred Shares Consideration”) representing a value of USD $6,595,000. The Preferred Shares shall be non-convertible.”
Section 2.5 (Conversion Limitation) is hereby deleted in its entirety, as it is no longer applicable. All references to conversion, Conversion Cap, or related limitations throughout the SPA are deleted or conformed accordingly.
| 4. | Exhibits. |
Exhibit A (Certificate of Designation) is replaced with an amended Certificate of Designation reflecting the non-convertible nature of the Series B Preferred Stock (to be filed promptly with the Nevada Secretary of State).
Exhibit B (Convertible Promissory Note) is replaced with the form of Promissory Note attached hereto as Exhibit B-1.
| 5. | Ratification. Except as expressly amended by this Amendment, the SPA remains in full force and effect and is ratified and confirmed in all respects. In the event of any conflict between this Amendment and the SPA, this Amendment shall control. |
| 6. | Governing Law. This Amendment shall be governed by the laws of the State of Nevada, without regard to conflict of laws principles. |
| 7. | Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding. |
2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the Amendment Date.
| SADOT GROUP INC. | |
| By: /s/ Haggai Ravid | |
| Name: Haggai Ravid | |
| Title: CEO | |
| SELLER | |
| /s/ Shrvan Kumar Yadav | |
| Shrvan Kumar Yadav |
3
EXHIBIT 10.2
PROMISSORY NOTE
$5,000,000
Issuance Date: June 2, 2026
Maturity Date: June 2, 2028
FOR VALUE RECEIVED, Sadot Group Inc., a Nevada corporation (the “Maker”), with its principal office at 295 E. Renfro Street, Suite 300, Burleson, Texas 76028, hereby promises to pay to Shrvan Kumar Yadav or his registered assigns (the “Holder”), the principal sum of Five Million United States Dollars (USD $5,000,000) (the “Principal Amount”) on the Maturity Date (as defined below), or such earlier date as the Principal Amount may become due and payable hereunder, in accordance with the terms of this Promissory Note (this “Note”).
This Note is issued pursuant to that certain Share Purchase Agreement dated June 2, 2026 (the “SPA”) between the Maker and the Holder (or his Designated Recipient(s)) and is one of the “Convertible Promissory Note Consideration” referenced therein. Capitalized terms used but not defined herein shall have the meanings given to them in the SPA.
1. Interest. This Note shall bear interest at the rate of zero percent (0%) per annum. No interest shall accrue or be payable on the Principal Amount.
2. Maturity. The entire unpaid Principal Amount shall be due and payable in full on June 2, 2028 (the “Maturity Date”), unless earlier paid.
3. Prepayment at Option of Maker. The Maker may, at its sole option and discretion, prepay all or any portion of the outstanding Principal Amount at any time prior to the Maturity Date upon not less than five (5) Business Days’ prior written notice to the Holder. The amount payable upon any such prepayment (the “Prepayment Amount”) shall be equal to the portion of the Principal Amount being prepaid multiplied by (1 – Discount Percentage).
The “Discount Percentage” shall equal the number of full calendar months remaining between the date of prepayment and the Maturity Date multiplied by one percent (1%). By way of example, if the entire Principal Amount is prepaid four (4) full calendar months after the Issuance Date, twenty (20) full calendar months will remain until the Maturity Date, resulting in a twenty percent (20%) discount, so that the Prepayment Amount for the full Principal Amount shall be $4,000,000.
Any partial prepayment shall be applied first to the portion of the Principal Amount being prepaid. Upon payment of the Prepayment Amount, the corresponding portion of this Note shall be cancelled and of no further force or effect.
4. Intentionally Left Blank.
5. Events of Default. The occurrence of any of the following shall constitute an “Event of Default”: (i) the Maker fails to pay any amount when due hereunder; (ii) the Maker breaches any material covenant or agreement contained in this Note or the SPA; or (iii) the Maker becomes subject to bankruptcy, insolvency or similar proceedings. Upon an Event of Default, the Holder may declare the entire Principal Amount immediately due and payable.
6. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict of laws principles. Any dispute shall be subject to the exclusive jurisdiction of the state and federal courts located in Carson City, Nevada, as provided in the SPA.
7. Miscellaneous.
(a) Entire Agreement. This Note, together with the Share Purchase Agreement dated June 2, 2026 between the Maker and the Holder (or his Designated Recipient(s)) (the “SPA”), constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.
(b) Amendments and Waivers. No amendment, modification, supplement or waiver of any provision of this Note shall be effective unless it is in writing and signed by both the Maker and the Holder. No waiver of any breach shall constitute a waiver of any subsequent breach.
(c) Severability. If any provision of this Note is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(d) Successors and Assigns. This Note shall be binding upon and inure to the benefit of the Maker, the Holder, and their respective successors and permitted assigns. The Holder may not assign or transfer this Note or any interest herein except in compliance with applicable federal and state securities laws and the terms of the SPA.
(e) Notices. All notices, demands, requests and other communications required or permitted hereunder shall be in writing and shall be given in the manner and to the addresses set forth in Schedule B to the SPA (or to such other address as a party may designate in writing).
(f) Headings. The headings contained in this Note are for reference purposes only and shall not affect the meaning or interpretation of this Note.
(g) Counterparts and Electronic Execution. This Note may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF or DocuSign) shall be as effective as delivery of a manually executed counterpart.
(h) Further Assurances. Each party agrees to execute and deliver such further documents and instruments and to take such other actions as may be reasonably necessary or appropriate to carry out the purposes of this Note.
(i) No Waiver; Cumulative Remedies. No failure or delay by the Holder in exercising any right, power or remedy hereunder shall operate as a waiver thereof. All remedies provided herein are cumulative and in addition to any remedies provided by law.
(j) Costs and Expenses. The Maker shall pay all reasonable costs and expenses (including attorneys’ fees) incurred by the Holder in connection with the enforcement of this Note following an Event of Default.
(k) Conflict with SPA. In the event of any inconsistency between the terms of this Note and the SPA, the provisions of the SPA shall control.
(l) No Third-Party Beneficiaries. Nothing in this Note, express or implied, is intended to or shall confer upon any person other than the parties hereto and their respective successors and permitted assigns any rights or remedies hereunder.
IN WITNESS WHEREOF, the Maker has caused this Promissory Note to be duly executed as of the Issuance Date first above written.
| SADOT GROUP INC. | |
| By: /s/Haggai Ravid | |
| Name: Haggai Ravid | |
| Title: Chief Executive Officer |