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. (NASDAQ: SDOT) shares rose 106.23% to $27.18 on Monday after the agri-foods and supply chain company eliminated its remaining debt tied to February debentures.

The settlement removed an outstanding financing obligation, completing the cleanup of the original $1.087 million principal balance issued in February. The move follows recent momentum around Sadot’s capital structure adjustments and strategic shift toward AI-driven commodity trading tools.

Final Debenture Settlement Details

Sadot settled the remaining $543,478.26 principal balance of its February debentures on August 21 by issuing 67,936 common shares at a fixed price of $8 per share. Following this transaction, no February debentures remained outstanding.

The settlement covered the final two debentures after their holders assigned them to a third-party assignee for cash equal to their outstanding principal amounts. The assignee subsequently exchanged the debt for Sadot shares.

Sadot originally issued four 8% unsecured OID debentures in February with an aggregate principal amount of about $1.087 million. The securities matured on May 30 but remained outstanding until now.

Prior Settlements and Conversion Adjustments

Sadot had already settled two of the four February debentures earlier in August:

• On August 17, the company extinguished one $271,739.13 debenture by issuing 32,909 shares.
• On August 19, Sadot settled another $271,739.13 debenture by issuing 33,968 shares.

Those transactions adjusted the fixed conversion price of Sadot’s July convertible note, most recently to $8 per share. The latest settlement completes the elimination of the original February debenture balance.

Share Issuance Restrictions and Consents

The latest shares are subject to a 4.99% beneficial ownership limit, which the holder may increase to 9.99% with 61 days’ notice. The issuance also carries a 19.99% Nasdaq exchange cap without shareholder approval and a daily leak-out restriction equal to 15% of Sadot’s daily trading volume.

Separately, the holder of Sadot’s $4 million senior secured convertible note consented to the transaction and granted a one-time waiver of certain provisions. An investor under Sadot’s equity purchase facility, which allows the company to sell up to $100 million of common stock, also consented and provided a one-time waiver.

Strategic Context and Market Volatility

Monday’s rally follows an earlier surge tied to Sadot’s move toward AI-powered commodity trading tools. In July, the company agreed to acquire $6 million of TradeIQ intellectual property for integration into its TradeOS risk-management platform.

Sadot also completed a 1-for-20 reverse stock split on May 27. The stock’s tight float can amplify percentage moves when trading activity accelerates around company filings or strategic updates.

What the Numbers Show

The total share issuance for the full February debenture cleanup amounted to 134,813 shares (32,909 + 33,968 + 67,936) valued at $8 per share, implying a total equity value of approximately $1.079 million used to retire the $1.087 million principal balance. This suggests the conversion effectively settled the debt at par value through equity issuance rather than cash, preserving liquidity while diluting existing shareholders.