Sadot Group Inc. has filed a prospectus covering the resale of up to 4,254,386 shares of common stock by selling stockholders. The filing relates to an offer and resale from time to time by the named investors.

The company, a Nevada corporation, stated that the prospectus covers two distinct categories of shares held by the selling stockholders. These include shares issuable under an equity purchase facility and those convertible from senior secured promissory notes.

Share Composition

The total share count comprises:

• Up to 2,500,000 shares (the "Advance Shares") issuable to the EPFA Investor under an Equity Purchase Facility Agreement dated July 16, 2026. This represents up to $50 million in value based on an assumed issuance price of $20 per share.
• Up to 1,754,386 shares (the "Conversion Shares") issuable upon conversion of senior secured convertible promissory notes. These notes have an original principal amount of $4,000,000 (Initial Note) and $1,000,000 (Second Note), issued under a Securities Purchase Agreement dated July 16, 2026. The floor price per share for the Initial Note is $2.85.

Exclusions and Conditions

The prospectus explicitly excludes any shares issuable pursuant to additional senior secured convertible promissory notes that may be issued at subsequent closings. No such additional notes have been issued as of the filing date.

The obligations of Sadot Group to issue and the Note Investor to purchase any additional notes remain subject to conditions that have not yet been satisfied. The company is not registering these potential future issuances in this prospectus.

Sadot Group Inc. appointed Chief Executive Officer Haggai Ravid as interim Chief Financial Officer on August 24, 2026, following the resignation of Oren Attiya from the role.

Mr. Attiya, 44, notified the company of his resignation effective August 23, 2026. He served as CFO through CO-Finance Financial and Accounting Consulting Ltd., of which he is the sole shareholder. The Board accepted his resignation on August 24, 2026.

Leadership Transition

The Board designated Mr. Ravid, 65, as the Company’s principal financial officer and principal accounting officer effective immediately. He will hold these positions until a permanent successor is appointed or until his earlier resignation or removal.

Mr. Ravid continues to serve as the Company’s Chief Executive Officer and principal executive officer alongside his new interim financial duties.

Search For Permanent CFO

The Board has commenced a search for a permanent Chief Financial Officer to replace Mr. Attiya.