Form 8-K

8-K — Sadot Group Inc.

Accession: 0001731122-26-000807

Filed: 2026-06-03

Period: 2026-06-02

CIK: 0001701756

SIC: 5810 (RETAIL-EATING & DRINKING PLACES)

Item: Entry into a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

8-K — e7684_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (e7684_ex3-1.htm)

EX-10.1 — EXHIBIT 10.1 (e7684_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (e7684_ex10-2.htm)

GRAPHIC (ex3-1_001.jpg)

GRAPHIC (ex3-1_002.jpg)

GRAPHIC (ex3-1_003.jpg)

GRAPHIC (ex3-1_004.jpg)

GRAPHIC (ex3-1_005.jpg)

GRAPHIC (image_001.gif)

GRAPHIC (image_001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: e7684_8k.htm · Sequence: 1

false

0001701756

2026-06-02

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): June

2, 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, Burleson, 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))

Securities registered pursuant to Section 12(b) of

the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.0001 par value

SDOT

The Nasdaq Stock Market

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.

Item 2.01. Completion of Acquisition or Disposition

of Assets.

On June 2, 2026, Sadot Group Inc. (the “Company”)

completed the acquisition of all of the issued and outstanding shares of Anira Consulting FZC (“Anira”), a company incorporated

in Sharjah, United Arab Emirates, pursuant to a Share Purchase Agreement dated June 2, 2026 (the “SPA”) with Shrvan Kumar

Yadav (the “Seller”).

Anira is a commodity trading and consulting company

operating under the trade name “Tradewell,” specializing in integrated commodity trading, risk management, and related services

utilizing the TradeOS CTRM Technology Platform. Anira owns and operates TradeOS, a proprietary enterprise-grade Commodity Trading and

Risk Management (CTRM) platform purpose-built for physical commodity trading houses. The platform integrates 11 fully connected modules

covering: (i) real-time dashboard with P&L and Value-at-Risk monitoring; (ii) trade capture for physical and paper trades; (iii) position

management with mark-to-market valuation; (iv) risk management including VaR models and stress testing; (v) counterparty management with

KYC, credit limits, and real-time sanctions screening; (vi) logistics including vessel tracking, demurrage, and bill of lading management;

(vii) documentary trade covering Letters of Credit and SWIFT messaging; (viii) hedging with IFRS 9 hedge accounting and effectiveness

testing; (ix) treasury including cash flow, FX, and payment approvals; (x) accounting with IFRS journals, trial balance, and ERP export;

and (xi) regulatory compliance covering EMIR, CFTC, and MiFID II reporting. The platform operates on a straight-through processing (STP)

model whereby a single trade entry flows automatically through every downstream module in real time.

Under the terms of the SPA, the Company acquired 100%

of Anira for an aggregate purchase price of $12,000,000, satisfied entirely through the issuance of: (i) 135,000 shares of the Company’s

common stock, $0.0001 par value per share, valued at $3.00 per share for an aggregate value of $405,000 (the “Common Share Consideration);

(ii) 1,000 shares of newly designated Series B Convertible Preferred Stock with a stated value of $6,595 per share for an aggregate value

of $6,595,000 (the “Preferred Share Consideration); and (iii) a Convertible Promissory Note in the principal amount of $5,000,000

(the “Note”).

The Series B Preferred Shares and the Note are convertible

into shares of the Company’s common stock at a fixed conversion price of $3.00 per share, subject to (a) the 19.99% Change of Control

Threshold set forth in the SPA, (b) a 4.99% beneficial ownership blocker (with the holder’s right to increase such limitation to

9.99% upon 61 days’ prior written notice), and (c) applicable NASDAQ shareholder approval requirements under Listing Rule 5635,

as applicable.

The Series B Preferred Stock has been designated pursuant

to a Certificate of Designation filed with the Nevada Secretary of State on or about June 2, 2026. The Note bears zero interest and matures

on June 2, 2028, with the Company having the right to prepay all or any portion thereof with a discount of 1% for each full calendar month

remaining until the Maturity Date.

The SPA contains customary representations, warranties,

covenants (including a detailed cash waterfall priority mechanism requiring Anira’s revenues and receivables to be applied first

to existing liabilities and Software Payment Obligations before any restricted distributions), indemnification provisions with baskets

and caps, registration rights, and other standard terms. The transaction is material to the Company.

The foregoing description of the SPA, the Certificate

of Designation of the Series B Preferred Stock, and the Convertible Promissory Note is qualified in its entirety by reference to the full

text of such documents, which are filed as Exhibits 10.1, 3.1, and 10.2, respectively, to this Current Report on Form 8-K and incorporated

herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements of Anira required by this

Item will be filed by amendment to this Form 8-K no later than 75 days after the date of this report.

(d) Exhibits.

Exhibit

No.

Description

3.1

Certificate

of Designation of Series B Preferred Stock

10.1

Purchase Agreement dated June 2, 2026, by and between Sadot Group Inc. and Shrvan Kumar Yadav

10.2

Convertible

Promissory Note dated June 2, 2026, in the principal amount of $5,000,000

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 2, 2026

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: e7684_ex3-1.htm · Sequence: 2

EXHIBIT 3.1

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: e7684_ex10-1.htm · Sequence: 3

EXHIBIT 10.1

SHARE PURCHASE AGREEMENT

for the acquisition of

Anira Consulting FZC

a company incorporated in Sharjah,

United Arab Emirates

Dated: June 2, 2026

BETWEEN

SADOT GROUP INC.

a corporation incorporated under

the laws of the State of Nevada, USA

(the “Buyer”)

AND

Shrvan Kumar Yadav

of Dubai, United Arab Emirates, holding

UAE Emirates ID No. 784-1989-1487541-8

(the “Seller”)

RECITALS

WHEREAS, the Seller is the legal and beneficial owner

of shares representing one hundred percent (100%) of the issued and outstanding share capital of Anira Consulting FZC, a company incorporated

and existing under the laws of Sharjah, United Arab Emirates (the “Target Company”);

WHEREAS, the Buyer desires to purchase from the Seller,

and the Seller desires to sell to the Buyer, all of the issued and outstanding shares of the Target Company (the “Sale Shares”),

on the terms and conditions set forth herein;

WHEREAS, in consideration for the purchase of the

Sale Shares, the Buyer agrees to issue to the Seller, or such other person(s) as the Seller may designate, shares in the capital of the

Buyer, subject to the terms and limitations set forth in this Agreement;

WHEREAS, Seller operates as “Tradewell”;

WHEREAS Seller agrees that Tradewell’s key assets,

traders, and credit lines survive the transfer.

NOW, THEREFORE, in consideration of the mutual covenants,

representations, warranties and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1 — DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, unless the context otherwise requires,

the following terms shall have the meanings ascribed to them below:

“Agreement” means this Share Purchase

Agreement, including all schedules and exhibits hereto, as may be amended from time to time.

“Business Day” means any day other than

a Saturday, Sunday, or public holiday in the United Arab Emirates or the United States of America.

“Buyer Total Issued Shares” means the

total number of Common Shares of the Buyer issued and outstanding at the time of the Closing Date.

“Change of Control Threshold” means 19.99%

(nineteen-point ninety-nine percent) of the total issued and outstanding shares of the Buyer as of the Closing Date.

“Closing” means the completion of the

sale and purchase of the Sale Shares in accordance with Article 3.

“Closing Date” means the date on which

Closing occurs, as agreed in writing by the parties.

“Company Receivables” means all amounts

owed or owing to the Target Company as at or after the Closing Date, including without limitation: trade receivables, accounts receivable,

documentary credits, bills of lading proceeds, insurance claims, tax refunds, intercompany receivables, and any other amounts due to the

Target Company from any person or entity, whether or not yet due and payable.

“Company Revenues” means all moneys, income,

receipts, and revenues of any nature whatsoever generated by or accruing to the Target Company following the Closing Date, including without

limitation: trading revenues, commodity sale proceeds, service fees, commission income, interest income, rental income, insurance recoveries,

and any other operating or non-operating income recorded in the Target Company’s accounts, whether received in cash or in kind and

whether or not yet invoiced.

“Common Shares” means the shares of common

stock of the Buyer to be issued as part of the Consideration as described in Section 2.2.

“Consideration Shares” means, collectively,

the Common Shares and the Preferred Shares to be issued by the Buyer to the Designated Recipient(s) as consideration for the Sale Shares,

as more particularly described in Article 2.

“Designated Recipient(s)” means the Seller

or such other person(s) as the Seller may designate in writing pursuant to Section 2.5, to whom the Consideration Shares and the Convertible

Promissory Note shall be issued at Closing.

“Encumbrance” means any mortgage, charge,

pledge, lien, option, right of first refusal, restriction, assignment, hypothecation, security interest, title retention, preferential

right, trust arrangement, or other encumbrance of any kind.

“Preferred Shares” means the Series B

Convertible Preferred Stock of the Buyer to be issued as part of the Consideration Shares as described in Section 2.3, having such rights

and preferences as set forth in the Certificate of Designation as attached hereto as Exhibit A (the “Certificate of Designation”).

“Priority Obligations” means, collectively

and in the order of priority set out in Section 5A.2: (i) all outstanding liabilities of the Target Company existing as at the Closing

Date or arising in the ordinary course of business thereafter, including trade payables, loan obligations, statutory dues, taxes, and

any other legally enforceable obligations of the Target Company; and (ii) the Software Payment Obligations.

“Restricted Distribution” means any payment,

distribution, transfer, loan, advance, or application of funds by the Target Company for any purpose other than the satisfaction of Priority

Obligations, including without limitation: dividend payments, management fees, shareholder loans, intercompany transfers, discretionary

bonuses, capital expenditure outside the ordinary course, and any general operating expenses or overhead costs.

“Purchase Price” means Twelve Million

United States Dollars (USD 12,000,000), to be satisfied entirely by the issuance of (i) the Consideration Shares in the aggregate amount

of USD $7,000,000 and a Convertible Promissory Note in the principal amount of $5 Million, as attached hereto as Exhibit B (the “Convertible

Promissory Note”), in accordance with Article 2.

“Sale Shares” means all issued and outstanding

shares of the Target Company owned by the Seller, representing 100% of the Target Company’s share capital.

“Target Company” means Anira Consulting

FZC, a company incorporated and registered in Sharjah Publishing City Free Zone, Sharjah, United Arab Emirates, with commercial registration

number 4309031.01.

“Software Payment Obligations” means all

amounts due and payable by the Target Company in respect of the TradeOS integrated commodity trading and risk management platform, including

without limitation: any licence fees, development fees, implementation costs, maintenance and support fees, subscription fees, or any

other amounts payable under any agreement entered into by the Target Company in connection with the acquisition, deployment, or ongoing

operation of such platform, as such amounts may be set out in a separate software agreement or as otherwise agreed in writing between

the parties.

1.2 Interpretation

References to a statute or statutory provision include

any subordinate legislation made thereunder and any amendment, re-enactment or replacement thereof. The singular includes the plural and

vice versa. References to a “party” include that party’s successors and permitted assigns. Headings are for convenience

only and shall not affect interpretation.

ARTICLE 2 — PURCHASE PRICE AND CONSIDERATION

2.1 Purchase Price

The aggregate Purchase Price for the Sale Shares shall

be USD $12,000,000, to be satisfied entirely and exclusively by the issuance of Consideration Shares and the Convertible Promissory Note

as set forth in this Article 2. No cash consideration shall be payable by the Buyer at the Closing.

2.2 Common Share Consideration

At Closing, the Buyer shall issue to the Designated

Recipient(s) 135,000 Common Shares of the Buyer (the “Common Share Consideration”) valued at $3.00 per share representing

an aggregate value of USD $405,000.

The parties acknowledge and agree that the Change

of Control Threshold on Common Shares has been established so as to ensure that no single transaction or issuance requires approval as

a change of control under applicable securities laws, exchange listing rules, or the Buyer’s organizational documents, and this

Agreement shall be interpreted accordingly and in no event exceeding the number of authorized but unissued common shares available under

the Buyer’s Articles of Incorporation.

2.3 Convertible Promissory Note Consideration

At Closing, the Buyer shall issue to the Designated

Recipient(s) the Convertible Promissory Note (the “Convertible Promissory Note Consideration”) in the aggregate principal

amount of USD $5,000,000.

The Convertible Promissory Note shall be convertible

into shares of common stock of the Buyer at the election of the holder thereof, subject to the Change of Control Threshold and the conversion

limitation set forth in the Convertible Promissory Note.

2.4 Preferred Share Consideration

The balance of the Purchase Price (being USD $12,000,000

less USD $405,000 (the value of the Common Share Consideration) and the Convertible Promissory Note) shall be satisfied by the issuance

to the Designated Recipient(s) of Preferred Shares of the Buyer (the “Preferred Shares Considerations”) representing a value

of USD $6,595,000.

The Preferred Shares shall be convertible into Common

Shares of the Buyer at the election of the holder thereof, subject to the Change of Control Threshold and the conversion limitation set

forth in the Certificate of Designation.

2.5 Conversion Limitation — No Breach of Change

of Control Threshold

Notwithstanding anything to the contrary in this Agreement

or in the Certificate of Designation:

(a) No Preferred

Shares shall be converted into Common Shares, and no Common Shares shall be issued pursuant to any conversion, to the extent that such

conversion or issuance would result in the Designated Recipient(s), together with any person(s) acting in concert with or related to the

Designated Recipient(s), holding more than the Change of Control Threshold (the “Conversion Cap”).

(b) The Conversion

Cap is an ongoing restriction that applies at all times after Closing. Any purported conversion in excess of the Conversion Cap shall

be null and void to the extent of such excess, without any liability to the Buyer.

Recipient(s) shall, prior to effecting any conversion, deliver to the Buyer a written certification confirming that the proposed conversion

will not result in their aggregate holding of Common Shares of the Buyer exceeding the Conversion Cap.

(d) The parties expressly

acknowledge that the Conversion Cap is structured to avoid triggering any change of control requirement, mandatory offer obligation, or

any regulatory approval process that would otherwise be required under applicable US securities laws, NASDAQ/NYSE listing standards, or

any other applicable law or regulation.

(e) For the avoidance

of doubt, Preferred Shares in excess of those convertible under this Section 2.4 shall remain outstanding as unconverted Preferred Shares

and shall continue to carry the rights and preferences set out in the Certificate of Designation until such time as conversion is permissible.

2.6 Seller’s Right to Designate Recipients

THE SELLER SHALL HAVE THE ABSOLUTE AND UNCONDITIONAL

RIGHT, exercisable at any time at or prior to Closing (and as to any Preferred Shares, at any time prior to conversion), to direct the

Buyer in writing to issue all or any portion of the Consideration Shares (whether Common Shares, Preferred Shares or the Convertible Promissory

Note) to such person(s) or entity(ies) as the Seller may designate in its sole and absolute discretion (each, a “Designated Recipient”),

without requiring the consent of the Buyer, provided that:

(a) The Seller provides

written notice of any such designation to the Buyer no later than three (3) Business Days prior to the relevant issuance date;

(b) Each Designated

Recipient executes such documentation as may be reasonably required by the Buyer’s transfer agent or counsel, including any investment

representation letters required under applicable securities laws; and

and issuance to any Designated Recipient does not, in the reasonable opinion of the Buyer’s legal counsel, violate any applicable

securities law or stock exchange rule.

For the avoidance of doubt, the Seller’s right

to assign or direct the issuance of Consideration Shares under this Section 2.5 is not subject to any right of first refusal, co-sale

right, lock-up restriction, or other transfer restriction in favor of the Buyer. The Buyer hereby irrevocably waives any such right it

may otherwise have with respect to the initial issuance and designation of Consideration Shares under this Agreement.

ARTICLE 3 — CLOSING

3.1 Closing Date

Closing shall take place on the date hereof, or such

other date as the parties may agree in writing, which closing shall be virtually by electronic exchange of executed documents.

3.2 Seller’s Obligations at Closing

At Closing, the Seller shall deliver or cause to be

delivered to the Buyer:

(a) Duly executed

share transfer form(s) in respect of all Sale Shares, in favor of the Buyer or its nominee;

(b) The original

share certificate(s) representing the Sale Shares, if applicable;

letters of any directors of the Target Company appointed by the Seller, if requested by the Buyer;

(d) All corporate

books, registers, seal, and statutory records of the Target Company;

(e) A written designation

notice identifying the Designated Recipient(s) and the allocation of Consideration Shares among them (if more than one);

(f) Such other documents

and instruments as the Buyer may reasonably request to consummate the transactions contemplated herein.

3.3 Buyer’s Obligations at Closing

At Closing, the Buyer shall:

(a) Issue and deliver

to the Designated Recipient(s) book-entry notations evidencing the Common Share Consideration;

(b) Issue and deliver

to the Designated Recipient(s) other instruments evidencing the Preferred Share Consideration and the Convertible Promissory Note fully

executed;

to be filed with the appropriate regulatory authorities any notices required in connection with the issuance of the Consideration Shares;

(d) Procure that

the Target Company registers the Buyer (or its nominee) as the owner of the Sale Shares in the register of members of the Target Company.

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of the Seller

The Seller hereby represents and warrants to the Buyer,

as of the date of this Agreement and as of the Closing Date (or, if made as of a specific date, as of such date), as follows:

(a) Authority and Enforceability. The Seller

has full legal capacity, power and authority to enter into and perform this Agreement and all other agreements and instruments to be executed

by the Seller in connection herewith. This Agreement constitutes a valid and legally binding obligation of the Seller, enforceable against

the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting

creditors’ rights generally and to general principles of equity.

(b) Ownership of Sale Shares. The Seller is

the sole legal and beneficial owner of all of the Sale Shares, free and clear of all Encumbrances. There are no options, warrants, calls,

rights, commitments, conversion privileges, preemptive rights or agreements of any character to which the Seller is a party or by which

the Seller is bound, relating to the issuance, sale, purchase, redemption or transfer of the Sale Shares or any other securities of the

Target Company. Upon delivery of the Sale Shares to the Buyer at Closing in accordance with this Agreement, the Buyer will acquire good

and valid title to the Sale Shares, free and clear of all Encumbrances.

The Target Company is duly incorporated, validly existing and in good standing under the laws of Sharjah, United Arab Emirates (Sharjah

Publishing City Free Zone), with commercial registration number 4309031.01. The Target Company has all requisite corporate power and authority

to own, lease and operate its properties and to carry on its business as currently conducted. The Target Company is duly qualified to

do business in each jurisdiction where the nature of its business or properties makes such qualification necessary, except where the failure

to be so qualified would not have a Material Adverse Effect.

(d) Capitalization. The authorized, issued

and outstanding share capital of the Target Company is as set forth in the Disclosure Schedule. The Sale Shares constitute all of the

issued and outstanding shares of the Target Company. All of the Sale Shares have been duly authorized and validly issued, are fully paid

and non-assessable, and were issued in compliance with all applicable laws. There are no outstanding options, warrants, convertible securities,

rights to purchase or otherwise acquire any shares or other equity interests in the Target Company.

(e) No Conflicts; Consents. The execution,

delivery and performance of this Agreement by the Seller and the consummation of the transactions contemplated hereby do not and will

not: (i) violate any applicable law, regulation, order, judgment or decree; (ii) conflict with or result in a breach of any provision

of the organizational documents of the Target Company; or (iii) conflict with, result in a violation or breach of, constitute a default

under, or give rise to any right of termination, cancellation or acceleration under any contract, agreement or instrument to which the

Seller or the Target Company is a party including, but not limited to, any supplier agreement, banking facility, or license, or by which

any of their respective assets or the Sale Shares are bound, except where such conflict, breach or default would not have a Material Adverse

Effect. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental authority or third

party is required in connection with the execution and performance of this Agreement, other than those that have been obtained or made.

(f) Financial Statements and Liabilities. The

Seller has delivered to the Buyer true, correct and complete copies of the financial statements of the Target Company for the periods

requested. Such financial statements fairly present in all material respects the financial position and results of operations of the Target

Company. The Target Company has no liabilities (whether accrued, absolute, contingent or otherwise) except (i) those disclosed in the

financial statements, (ii) those incurred in the ordinary course of business since the date of the most recent financial statements, and

(iii) the Priority Obligations and Software Payment Obligations fully disclosed in the Disclosure Schedule.

(g) Compliance with Laws. The Target Company

is, and has been for the past three (3) years, in compliance in all material respects with all applicable laws, regulations and orders

of governmental authorities in the UAE and any other jurisdiction in which it conducts business, including but not limited to free zone

regulations, tax laws (VAT and corporate tax), and anti-money laundering requirements.

(h) Litigation. There is no action, suit, proceeding,

claim, arbitration or investigation pending or, to the Seller’s knowledge, threatened against the Seller or the Target Company or

any of their respective assets or the Sale Shares before any court, arbitrator or governmental authority.

(i) Material Contracts. The Disclosure Schedule

lists all material contracts of the Target Company. All such contracts are valid, binding and in full force and effect. Neither the Target

Company nor, to the Seller’s knowledge, any other party is in material breach or default thereunder.

(j) Intellectual Property and TradeOS. The

Target Company owns or has valid licenses to all intellectual property necessary for its business, including the TradeOS platform. All

Software Payment Obligations and related agreements are fully disclosed, and there are no disputes or potential claims regarding such

licenses or obligations.

(k) Taxes. The Target Company has timely filed

all required tax returns and paid all taxes due. There are no tax liens on any assets of the Target Company and no ongoing tax audits

or disputes.

(l) Employees and Benefits. The Target Company

is in compliance in all material respects with all labor, employment and employee benefits laws applicable in the UAE. There are no pending

or threatened claims by current or former employees.

(m) Related Party Transactions. Except as disclosed

in the Disclosure Schedule, there are no contracts, loans, arrangements or transactions between the Target Company and the Seller or any

affiliate or family member of the Seller.

(n) Insolvency. Neither the Seller nor the

Target Company is insolvent, has committed an act of bankruptcy, or is subject to any bankruptcy, insolvency, reorganization or similar

proceeding.

(o) Accuracy of Information. All information

provided by the Seller or the Target Company to the Buyer in connection with this transaction is true, correct and complete in all material

respects and does not contain any untrue statement of material fact.

(p) Brokers. No broker, finder or investment

banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby

based upon arrangements made by or on behalf of the Seller or the Target Company.

(q) Accredited Investor Status and Investment Sophistication.

The Seller is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities

Act of 1933, as amended (the “Securities Act”). The Seller has such knowledge and experience in financial and business matters

that he is capable of evaluating the merits and risks of the investment in the Consideration Shares and the Convertible Promissory Note,

and has the financial wherewithal and ability to bear the economic risk of such investment (including the risk of a complete loss of his

investment) for an indefinite period of time. The Seller is acquiring the Consideration Shares and the Convertible Promissory Note for

his own account (or for the account of Designated Recipients who are also accredited investors) for investment purposes only and not with

a view to, or for resale in connection with, any distribution or public offering thereof in violation of the Securities Act or any applicable

state securities laws.

4.1A Survival. The representations and warranties

of the Seller contained in this Article 4 shall survive the Closing for a period of twenty-four (24) months, except for fundamental representations

(including (a), (b), (d), (e) and tax matters) which shall survive until the expiration of the applicable statute of limitations.

4.2 Representations and Warranties of the Buyer

The Buyer hereby represents and warrants to the Seller,

as of the date of this Agreement and as of the Closing Date, as follows:

(a) The Buyer is

a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada, United States of America.

(b) The Buyer has

all requisite corporate power and authority to enter into, execute and perform this Agreement. The execution, delivery and performance

of this Agreement have been duly authorized by all necessary corporate action of the Buyer.

Shares, when issued in accordance with this Agreement, shall be duly authorized, validly issued, fully paid and non-assessable, and free

and clear of all Encumbrances (other than restrictions under applicable securities laws and as set forth in this Agreement).

(d) The issuance

of the Common Share Consideration (capped at the Change of Control Threshold) does not, and will not, require shareholder approval under

NASDAQ Listing Rule 5635 or any other applicable NASDAQ rule, and the Buyer has taken all steps necessary to ensure that such issuance

does not trigger any change of control or shareholder approval requirement. The Buyer acknowledges that the subsequent conversion of any

Preferred Shares into Common Shares may require shareholder approval in accordance with NASDAQ Listing Rule 5635 (including subsections

(b) regarding change of control and (d) regarding certain 20% issuances) if such conversion would result in the Designated Recipient(s)

(together with any persons acting in concert) holding 20% or more of the voting power or outstanding common shares or otherwise trigger

a change of control. The Buyer shall use commercially reasonable efforts to obtain any such required shareholder approval if and when

necessary to permit conversion in accordance with the terms of this Agreement and the Certificate of Designation.

ARTICLE 5 — COVENANTS

5.1 Pre-Closing Covenants

Between the date of this Agreement and Closing, the

Seller shall procure that the Target Company: (i) carries on its business in the ordinary course; (ii) does not issue any additional shares

or create any Encumbrances over the Sale Shares or the assets of the Target Company; and (iii) provides the Buyer with reasonable access

to the books, records and management of the Target Company for the purposes of due diligence.

5.2 Regulatory Filings

Each party shall use commercially reasonable efforts

to make all required filings with, and obtain all required approvals from, governmental authorities in connection with the transactions

contemplated by this Agreement, including any filings required under applicable US securities laws in connection with the issuance of

the Consideration Shares.

5.3 Registration Rights — Obligation to Register

The Buyer hereby unconditionally undertakes and covenants

to the Seller and each Designated Recipient that it shall use its best efforts to cause all of the Consideration Shares (including the

shares of common stock issuable upon conversion of the Preferred Shares and shares of common stock issuable upon conversion of the Convertible

Promissory Note) to be registered for resale under the Securities Act of 1933, as amended (the “Securities Act”), as soon

as reasonably practicable following Closing, and in any event no later than the deadlines set forth in this Section 5.3.

(a) Filing Deadline. The Buyer shall prepare and file

with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-3 (or, if the Buyer is not

then eligible to use Form S-3, on Form S-1 or such other appropriate form as determined by the Buyer’s counsel) covering the resale

of all Consideration Shares (the “Registration Statement”), no later than thirty (30) calendar days following the Closing

Date (the “Filing Deadline”).

(b) Effectiveness Deadline. The Buyer shall use its

best efforts to cause the Registration Statement to be declared effective by the SEC as soon as practicable after filing, and in any event

no later than ninety (90) calendar days following the Closing Date (or one hundred twenty (120) calendar days if the SEC reviews and comments

on the Registration Statement) (the “Effectiveness Deadline”).

to keep the Registration Statement continuously effective and in compliance with the Securities Act (including by filing any required

prospectus supplements and post-effective amendments) until the earlier of: (i) the date on which all Consideration Shares covered by

the Registration Statement have been sold; or (ii) the date on which all such shares may be freely sold without restriction pursuant to

Rule 144 under the Securities Act, as determined by the Buyer’s counsel.

(d) Registration Expenses. All costs and expenses

incurred in connection with the preparation, filing and maintenance of the Registration Statement, including SEC filing fees, legal fees

of the Buyer’s counsel, and accounting fees, shall be borne exclusively by the Buyer. The Seller and Designated Recipient(s) shall

bear only their own legal fees and any underwriting discounts or brokerage commissions applicable to their own sales.

(e) Cooperation. The Seller and each Designated Recipient

shall cooperate with the Buyer in connection with the preparation of the Registration Statement, including by providing such information

about themselves and their intended plan of distribution as the Buyer or its counsel may reasonably request, and by promptly notifying

the Buyer of any changes to such information.

(g) Suspension. Notwithstanding the foregoing, the

Buyer shall be entitled to suspend the use of the Registration Statement for a period not exceeding thirty (30) consecutive calendar days

(and no more than sixty (60) calendar days in any twelve-month period) if the Buyer’s board of directors determines in good faith

that disclosure of material non-public information would be required that would be materially detrimental to the Buyer (a “Blackout

Period”). The Buyer shall promptly notify the Seller of the commencement and termination of any Blackout Period. Blackout Periods

shall not count towards any Registration Default under Section 5.3(e).

ARTICLE 5A — CASH WATERFALL AND PRIORITY APPLICATION

OF COMPANY REVENUES

5A.1 Commitment of Company Revenues and Receivables

With effect from and including the Closing Date, and

for so long as any Priority Obligations remain outstanding and unpaid in whole or in part, the Buyer shall procure that the Target Company

irrevocably commits and applies all Company Revenues and all Company Receivables (as and when received or collected) exclusively in accordance

with the cash waterfall set out in Section 5A.2 below. No Company Revenues and no proceeds of Company Receivables shall be applied to

any Restricted Distribution unless and until all Priority Obligations then due and payable have been satisfied in full in accordance with

Section 5A.2.

5A.2 Mandatory Cash Waterfall — Order of Priority

All Company Revenues received and all Company Receivables

collected by the Target Company following the Closing Date shall be applied in the following strict order of priority, and no amount shall

be applied to a lower priority until all amounts in a higher priority have been paid or reserved in full:

First — Existing

and Accruing Liabilities (“First Priority”): Payment and discharge in full of all outstanding liabilities of the Target

Company, being all trade payables, supplier invoices, statutory obligations (including taxes, duties, levies, and social contributions),

loan and financing repayments, lease obligations, and any other legally enforceable obligations of the Target Company that are due and

payable or will fall due within the immediately following thirty (30) calendar days, whether such liabilities arose prior to or after

the Closing Date.

Second —

Software Payment Obligations (“Second Priority”): Payment in full of all Software Payment Obligations that are then due

and payable, including any amounts relating to the TradeOS integrated commodity trading and risk management platform (license fees, development

fees, implementation costs, maintenance fees, and any other amounts due under any applicable software or technology agreement), in each

case in accordance with the payment schedule set out in the applicable software agreement or as otherwise notified in writing by the payee

of such Software Payment Obligations.

Third — Restricted

Distributions and All Other Applications: Only after the First Priority and Second Priority have been fully satisfied (or adequate

reserves set aside therefor as approved by the Buyer’s board of directors) may any surplus Company Revenues or Company Receivables

proceeds be applied to any Restricted Distribution, including general operating expenses, discretionary expenditure, dividends, management

fees, intercompany transfers, or any other purpose.

5A.3 Absolute Prohibition on Premature Distribution

The Buyer hereby covenants and undertakes that, for

so long as any Priority Obligations (whether First Priority or Second Priority as defined in Section 5A.2) remain outstanding and unpaid:

(a) the Buyer shall not,

and shall procure that the Target Company shall not, make, declare, authorize, or effect any Restricted Distribution out of Company Revenues

or Company Receivables;

(b) the Buyer shall not,

and shall procure that the Target Company shall not, divert, redirect, assign, pledge, or otherwise encumber any Company Revenues or Company

Receivables in any manner that would impair the Target Company’s ability to satisfy the Priority Obligations in the order prescribed

in Section 5A.2;

that the Target Company maintains sufficient liquidity reserves at all times to meet the Priority Obligations falling due in the immediately

following thirty (30) calendar day period; and

(d) any Restricted Distribution

purportedly made in breach of this Section 5A.3 shall be void and of no effect, and any amount so distributed shall be immediately repayable

by the recipient to the Target Company and applied in accordance with the waterfall set out in Section 5A.2.

5A.4 Collection and Segregation of Receivables

The Buyer shall ensure that the Target Company:

(a) uses its best efforts

to collect all Company Receivables promptly and in accordance with the Target Company’s normal credit and collection procedures,

and does not waive, compromise, or write off any Company Receivable without the prior written consent of the Seller (such consent not

to be unreasonably withheld) while any Priority Obligations remain outstanding;

(b) maintains a designated

collection account (the “Priority Account”) into which all Company Revenues and collected Company Receivables shall be deposited

upon receipt, from which disbursements shall be made only in accordance with the waterfall set out in Section 5A.2; and

with read-only access to statements of the Priority Account, on a monthly basis or upon written request, for so long as any Priority

Obligations remain outstanding.

5A.5 Monthly Reporting Obligation

The Buyer shall deliver, or ensure that the Target

Company delivers, to the Seller within fifteen (15) Business Days of the end of each calendar month following the Closing Date, a written

report (the “Waterfall Report”) setting out, in reasonable detail:

(a) total Company Revenues

received during the relevant month, by category;

(b) total Company Receivables

collected during the relevant month, and the outstanding balance of Company Receivables as at month end;

to First Priority obligations (existing and accruing liabilities) during the month, with a breakdown by creditor or liability category;

(d) amounts applied

to Second Priority obligations (Software Payment Obligations) during the month, with a breakdown by invoice or payment reference;

(e) the aggregate outstanding

balance of all Priority Obligations as at month end (distinguishing First Priority from Second Priority); and

(f) any Restricted Distributions

made during the month (if any), confirming that such distributions were made only after all Priority Obligations then due were fully

satisfied.

5A.6 Breach and Remedies

Any breach of this Article 5A by the Buyer shall

constitute a material breach of this Agreement. Without prejudice to any other rights or remedies available at law or in equity, upon

any such breach:

(a) the Seller shall

be entitled to specific performance of the obligations set out in this Article 5A, and the parties acknowledge that damages alone would

not be an adequate remedy for breach of this Article;

(b) all Priority Obligations

that have been bypassed or not satisfied by reason of such breach shall become immediately due and payable in full, and interest shall

accrue on any overdue Software Payment Obligations at the rate of eight percent (8%) per annum from the date such payment was due until

the date of actual payment; and

be entitled to seek injunctive relief to restrain any actual or threatened Restricted Distribution made in breach of this Article 5A,

without the requirement to post bond or other security.

5A.7 Duration and Release

The obligations of the Buyer under this Article 5A

shall remain in full force and effect from the Closing Date until the date on which all Priority Obligations have been irrevocably paid

and discharged in full (the “Release Date”). Upon the Release Date, the Buyer shall be entitled to apply Company Revenues

and Company Receivables for any purpose without restriction under this Article 5A, and the Seller shall, upon the Buyer’s written

request, confirm in writing the occurrence of the Release Date within five (5) Business Days of such request, such confirmation not to

be unreasonably withheld. For the avoidance of doubt, the Release Date shall not occur until both (i) all outstanding liabilities of

the Target Company referred to in First Priority above are fully discharged, and (ii) all Software Payment Obligations referred to in

Second Priority above are fully paid, including any accrued interest on overdue amounts.

ARTICLE 6 — INDEMNIFICATION

6.1 Definitions

For purposes of this Article 6: (a) “Losses” means any and all losses, claims, damages, liabilities, costs, expenses (including

reasonable attorneys’ fees and expenses), fines, penalties, and judgments. (b) “Fundamental Representations” means the

representations and warranties in Sections 4.1(a) (Authority), 4.1(b) (Ownership of Sale Shares), 4.1(c) (Organization), 4.1(d) (Capitalization),

and any Tax or solvency representations. (c) “Material Adverse Effect” has the meaning customarily given in transactions of

this nature (material adverse effect on the Target Company’s business, assets, liabilities, or financial condition).

6.2 Indemnification

by Seller The Seller shall indemnify, defend and hold harmless the Buyer, the Target Company (post-Closing), and their respective officers,

directors, employees, agents and affiliates (collectively, the “Buyer Indemnified Parties”) from and against any and all Losses

arising out of or resulting from: (i) any breach or inaccuracy of any representation or warranty made by the Seller in this Agreement

(including Article 4); (ii) any breach or non-performance of any covenant or agreement of the Seller contained in this Agreement; (iii)

any claim by any third party in respect of the Sale Shares or the Target Company relating to facts, events or circumstances existing or

occurring prior to the Closing Date, including without limitation any Pre-Closing Taxes, liabilities, or Software Payment Obligations

not fully disclosed; or (iv) any fraud, willful misrepresentation or intentional misconduct by the Seller.

6.3 Indemnification

by Buyer The Buyer shall indemnify, defend and hold harmless the Seller and the Designated Recipient(s) (collectively, the “Seller

Indemnified Parties”) from and against any and all Losses arising out of or resulting from: (i) any breach or inaccuracy of any

representation or warranty made by the Buyer in this Agreement; or (ii) any breach or non-performance of any covenant or agreement of

the Buyer contained in this Agreement. For the avoidance of doubt, Buyer’s indemnity under this Section 6.3 shall not apply to any

Losses arising from the operation of the Target Company after Closing or from any matter for which the Seller is required to indemnify

the Buyer under Section 6.2.

6.4 Survival All

representations and warranties shall survive the Closing as follows: (a) Fundamental Representations and related covenants: until the

expiration of the applicable statute of limitations (including any extensions or waivers); (b) All other representations and warranties:

for a period of eighteen (18) months following the Closing Date; (c) Covenants: for the period specified therein or, if none, until fully

performed. No claim for indemnification may be made after the expiration of the applicable survival period, except for claims asserted

in good faith with reasonable specificity prior to such expiration.

6.5 Limitations

on Seller’s Indemnity (a) Basket: The Seller shall not be liable for any Losses under Section 6.2(i) (representations and warranties,

other than Fundamental Representations) until the aggregate amount of all such Losses exceeds USD 100,000 (the “Basket”),

at which point the Seller shall be liable for all Losses (including the Basket amount). (b) Cap: The maximum aggregate liability of the

Seller under this Article 6 shall not exceed fifteen percent (15%) of the Purchase Price (USD 1,800,000), except for claims arising from

Fundamental Representations, fraud, or willful misconduct, which shall not be subject to the Cap. (c) Mitigation: Each party shall use

commercially reasonable efforts to mitigate any Losses for which indemnification is sought.

6.6 Notice and Defense

(a) The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim. Failure to give prompt notice shall not

relieve the Indemnifying Party of liability except to the extent it is actually prejudiced thereby. (b) The Indemnifying Party shall have

the right to assume the defense of any third-party claim with counsel reasonably acceptable to the Indemnified Party. If the Indemnifying

Party does not assume the defense within thirty (30) days, the Indemnified Party may defend the claim and seek reimbursement. (c) No settlement

of any claim shall be made without the prior written consent of the Indemnified Party (not to be unreasonably withheld).

6.7 Exclusive Remedy

Following the Closing, the indemnification provisions of this Article 6 shall be the sole and exclusive remedy of the parties for any

breach of representations, warranties or covenants in this Agreement (other than claims for specific performance or injunctive relief

and claims based on fraud or willful misconduct). This provision shall not limit the Buyer’s rights under Article 5A or any other

post-Closing covenant.

6.8 Insurance and

Tax Benefits Any Losses shall be reduced by (i) any insurance proceeds actually received by the Indemnified Party and (ii) any net Tax

benefit actually realized by the Indemnified Party as a result of such Loss.

ARTICLE 7 — GENERAL PROVISIONS

7.1 Governing Law and Jurisdiction

This Agreement shall be governed by and construed

in accordance with the laws of the State of Nevada, United States of America, without regard to its conflict of laws principles. Any dispute,

controversy or claim arising out of or in connection with this Agreement or the transactions contemplated hereby, including any question

regarding its existence, validity, interpretation, performance, breach or termination, shall be subject to the exclusive jurisdiction

of the state and federal courts located in Carson City, Nevada. Each party irrevocably submits to the exclusive jurisdiction of such courts

and waives any objection to the laying of venue in such courts on the basis of inconvenient forum or otherwise. Notwithstanding the foregoing,

either party may seek urgent interlocutory, injunctive or equitable relief in any court of competent jurisdiction to prevent or restrain

a breach or threatened breach of this Agreement.

7.2 Entire Agreement

This Agreement (including all Schedules) constitutes

the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations,

representations and understandings, whether written or oral, relating thereto.

7.3 Amendments

No amendment, modification or waiver of any provision

of this Agreement shall be valid or binding unless made in writing and duly executed by both parties.

7.4 Notices

All notices under this Agreement shall be in writing

and delivered by hand, courier, registered mail or email (with confirmation of receipt) to the addresses set out in Schedule A, or such

other address as a party may notify in writing.

7.5 Severability

If any provision of this Agreement is held to be invalid,

illegal or unenforceable, the remaining provisions shall continue in full force and effect.

7.6 Counterparts

This Agreement may be executed in any number of 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.

7.7 Confidentiality

The parties agree to keep the terms of this Agreement

and all information relating to the Target Company confidential, and shall not disclose such information to any third party without the

prior written consent of the other party, except as required by applicable law, regulation or stock exchange rules.

7.8 No Waiver

No failure or delay by any party in exercising any

right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or

further exercise thereof.

7.9 Further Assurances

Each party agrees to execute, acknowledge and deliver

such further instruments, and to do all such other acts, as may be reasonably necessary or appropriate to carry out the intent and purposes

of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this

Share Purchase Agreement as of the date first written above.

BUYER:

SADOT GROUP INC.

Name: Haggai Ravid

Title: CEO

SELLER:

/s/ Shrvan Kumar Yadav

Shrvan Kumar Yadav

Emirates ID No.: 784-1989-1487541-8

SCHEDULE A

NOTICE DETAILS

Buyer:

Sadot Group Inc.

295 E. Renfro Street, Suite 300

Burleson, Texas 76028

Email: haggai.ravid@sadotco.com

Attention: CEO

Seller:

Shrvan Kumar Yadav

Dubai, United Arab Emirates

Email: [EMAIL]

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: e7684_ex10-2.htm · Sequence: 4

EXHIBIT 10.2

CONVERTIBLE 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 Convertible 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 or converted in accordance

with the terms hereof.

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. Conversion.

(a) Right to Convert. At any time prior to

the Maturity Date (or earlier repayment), the Holder shall have the right, at his sole option, to convert all or any portion of the outstanding

Principal Amount into fully paid and non-assessable shares of the Maker’s common stock, $0.0001 par value per share (“Common

Stock”), at a fixed conversion price of $3.00 per share (the “Conversion Price”). The number of shares of

Common Stock issuable upon conversion shall be determined by dividing the Principal Amount (or portion thereof) being converted by the

Conversion Price.

(b) Conversion Limitation. Notwithstanding

anything to the contrary contained herein: (i) Change of Control Threshold / SPA Limitation. No conversion shall be effected to the extent

it would cause the Holder and any persons acting in concert with him to exceed the Change of Control Threshold (19.99%) or otherwise violate

the Conversion Limitation set forth in Section 2.4 of the SPA. (ii) 4.99% Beneficial Ownership Limitation. In no event shall the Holder

be entitled to convert any portion of this Note, and the Maker shall not effect any conversion, to the extent that after giving effect

to such conversion the Holder (together with the Holder’s affiliates and any persons acting in concert with the Holder or any of

the Holder’s affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the number of

shares of Common Stock outstanding immediately after issuance of the Conversion Shares. Beneficial ownership shall be calculated in accordance

with Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. The Holder

may increase or decrease the Maximum Percentage to any other percentage (not to exceed 9.99%) upon sixty-one (61) days’ prior written

notice to the Maker. Any purported conversion in violation of this subsection (ii) shall be null and void to the extent of such excess.

Holder shall deliver a duly completed Conversion Notice substantially in the form attached hereto as Exhibit A. The Maker shall

issue the Conversion Shares within five (5) Business Days thereafter. The Conversion Shares shall be duly authorized, validly issued,

fully paid and non-assessable, and shall be issued in book-entry form unless otherwise requested.

(d) No Fractional Shares. No fractional shares

shall be issued upon conversion; any fractional share shall be rounded up to the nearest whole share.

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.

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.

(m) Restricted Securities. The Holder acknowledges

that this Note and any shares of Common Stock issuable upon conversion are “restricted securities” under the Securities Act

of 1933, as amended, and may not be transferred except in compliance with applicable securities laws and the SPA.

(n) Reservation of Shares. The Maker shall

at all times reserve and keep available out of its authorized but unissued Common Stock a sufficient number of shares to permit the full

conversion of this Note in accordance with its terms.

IN WITNESS WHEREOF, the Maker has caused this

Convertible Promissory Note to be duly executed as of the Issuance Date first above written.

SADOT GROUP INC.

By:

Name:

Haggai Ravid

Title:

Chief Executive Officer

EXHIBIT A FORM OF CONVERSION NOTICE

(To be executed by the Holder to convert the Note)

Date: ____________________

To: Sadot Group Inc.

Attention: Chief Executive Officer

Re: Conversion of Convertible

Promissory Note dated June 2, 2026

The undersigned Holder hereby elects to convert $__________________

of the outstanding Principal Amount of the above-referenced Note into shares of Common Stock of Sadot Group Inc. pursuant to the terms

of the Note.

1. Conversion Price: $3.00 per share

2. Number of shares of Common Stock to be issued: __________________

3. The undersigned certifies that, after giving effect to this conversion, the Holder and any persons acting

in concert with the Holder will not exceed the Change of Control Threshold (19.99%) or any other limitation set forth in Section 2.4 of

the SPA.

Please issue the Conversion Shares in the name of

the Holder (or as directed below) in book-entry form and deliver them to the address set forth below.

Holder:

Signature Print Name:

Address:

Email:

GRAPHIC

Filename: ex3-1_001.jpg · Sequence: 5

Binary file (474503 bytes)

Download ex3-1_001.jpg

GRAPHIC

Filename: ex3-1_002.jpg · Sequence: 6

Binary file (431974 bytes)

Download ex3-1_002.jpg

GRAPHIC

Filename: ex3-1_003.jpg · Sequence: 7

Binary file (433905 bytes)

Download ex3-1_003.jpg

GRAPHIC

Filename: ex3-1_004.jpg · Sequence: 8

Binary file (488525 bytes)

Download ex3-1_004.jpg

GRAPHIC

Filename: ex3-1_005.jpg · Sequence: 9

Binary file (285471 bytes)

Download ex3-1_005.jpg

GRAPHIC

Filename: image_001.gif · Sequence: 10

Binary file (1517 bytes)

Download image_001.gif

GRAPHIC

Filename: image_001.jpg · Sequence: 11

Binary file (1806 bytes)

Download image_001.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 16

v3.26.1

Cover

Jun. 02, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 02, 2026

Entity File Number

001-39223

Entity Registrant Name

SADOT

GROUP INC.

Entity Central Index Key

0001701756

Entity Tax Identification Number

47-2555533

Entity Incorporation, State or Country Code

Entity Address, Address Line One

295 E. Renfro

Street

Entity Address, Address Line Two

Suite 300

Entity Address, City or Town

Burleson

Entity Address, State or Province

Entity Address, Postal Zip Code

76028

City Area Code

(832)

Local Phone Number

604-9568

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.0001 par value

Trading Symbol

SDOT

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

true

Elected Not To Use the Extended Transition Period

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 7A

-Section B

-Subsection 2

+ Details

Name:

dei_EntityExTransitionPeriod

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration