Sadot Group Inc.
For the period ended Aug 14, 2026. Filed Aug 14, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 14, 2026 · Filed Aug 14, 2026
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DEF 14A 1 e7850_def14a.htm FORM DEF 14A
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
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☒ Definitive Proxy Statement
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295 E. Renfro Street, Suite 300
Burleson, Texas 76028
August 17, 2026
Dear Stockholders:
On behalf of the Board of Directors, I cordially invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Sadot Group Inc., which will be held on September 10, 2026, beginning at 10:00 a.m., Eastern Time, virtually via live webcast at https://www.meetnow.global/MWWHJMS.
We are sending stockholders of record at the close of business on August 7, 2026, the Proxy Materials, including our Proxy Statement and Annual Report, and instructions on how to vote online.
Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting. In addition to the election of directors and the ratification of our independent registered public accounting firm, at this year’s Annual Meeting you will be asked to approve our 2026 Stock Incentive Plan and several matters of particular importance to the Company’s capital structure and its recently completed financings, including (i) the approval, for purposes of the Nasdaq listing rules, of the issuance of the shares of our common stock issuable upon conversion or otherwise pursuant to the terms of the senior secured convertible promissory notes issued and issuable pursuant to the terms of that certain Securities Purchase Agreement, dated as of July 16, 2026, (ii) the approval of authority to effect one or more reverse stock splits, (ii) the approval of an amendment to our Articles of Incorporation to increase our authorized shares of common stock, (iv) the approval, for purposes of the Nasdaq listing rules, of the issuance of the shares of common stock issuable pursuant to the terms of that certain Equity Purchase Facility Agreement, dated as of July 16, 2026, , and (v) the approval of the issuance of shares of common stock upon potential conversion of the promissory note issued in connection with our acquisition of Anira Consulting FZC, within the parameters described in the accompanying Proxy Statement. The Board of Directors unanimously recommends that you vote “FOR” each of the proposals described in the accompanying Proxy Statement.
Your vote is important to us. Please act as soon as possible to vote your shares. It is important that your shares be represented at the meeting whether or not you plan to attend the Annual Meeting. Please vote electronically over the Internet, by telephone or, if you receive a paper copy of the proxy card by mail, by returning your signed proxy card in the envelope provided. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.
To be admitted to the Annual Meeting you must have your control number available and follow the instructions found on your proxy card or voting instruction form. You may attend the Annual Meeting, and you will be able to vote your shares electronically and submit questions during the live webcast, by logging in at https://www.meetnow.global/MWWHJMS using the 16-digit control number included in your proxy materials. Online check-in will begin at 9:45 a.m. Eastern Time on the meeting date. We recommend that you log in at least 15 minutes before the meeting start time.
Proxy materials are being first released or mailed on or about August 17, 2026 to all stockholders entitled to vote at the Annual Meeting.
Thank you for your continued support of Sadot Group Inc. We look forward to seeing you at the Annual Meeting.
/s/ Chagay Ravid
Chagay Ravid
Chief Executive Officer and Director
295 E. Renfro Street, Suite 300
Burleson, Texas 76028
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 10, 2026
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Sadot Group Inc., a Nevada corporation (the “Company”), will be held on September 10, 2026, at 10:00 a.m., Eastern Time, virtually via live webcast at https://www.meetnow.global/MWWHJMS.
The Annual Meeting is being held to consider the following proposals:
| 1. | to elect the five (5) directors named in this Proxy Statement to hold office until our 2027 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified (the “Director Election Proposal”); |
| 2. | to ratify the appointment of Kreit & Chiu CPA LLP (“Kreit”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (the “Auditor Ratification Proposal”); |
| 3. | to approve the Sadot Group Inc. 2026 Stock Incentive Plan, pursuant to which 3,000,000 shares of common stock will be reserved for issuance thereunder (the “2026 Plan Proposal”); |
| 4. | to approve, for purposes of complying with Nasdaq Listing Rule 5635(b) and 5635(d) of the Nasdaq Capital Market (the “Principal Market”), the potential issuance of shares of common stock issuable upon conversion or otherwise pursuant to the terms of the senior secured convertible promissory notes (the “Senior Secured Notes” or the “Notes”) issued and issuable pursuant to the Securities Purchase Agreement, dated as of July 16, 2026 (the “Securities Purchase Agreement”), by and among the Company and the investor named therein, in excess of the 19.99% of the issued and outstanding shares of common stock on the date of the Securities Purchase Agreement at a price that may be less than the Nasdaq Minimum Price, as defined in Nasdaq Listing Rule 5635(d) (the “Note Nasdaq Issuance Proposal”); |
| 5. | to approve authority for the Board of Directors, in its sole discretion, to effect one or more reverse stock splits of the Company’s issued and outstanding common stock at a ratio within the range of 5-for-1 up to 250-for-1, at such time or times as the Board of Directors may determine on or prior to December 31, 2027, through one or more amendments to the Company’s Articles of Incorporation (the “Reverse Stock Split Authority” and such proposal, the “Reverse Stock Split Proposal”); |
| 6. | to approve an amendment to the Company’s Articles of Incorporation to increase the authorized number of shares of common stock from 12,500,000 to 1,000,000,000 (the “Authorized Share Increase Proposal”); |
| 7. | to approve, for purposes of complying with Nasdaq Listing Rules 5635(b) a5635(d) of the Principal Market, the potential issuance of shares of common stock issuable pursuant to the Equity Purchase Facility Agreement, dated as of July 16, 2026 (the “Equity Purchase Facility Agreement” or the “EPFA”), by and between the Company and the investor named therein, in excess of the 19.99% of the issued and outstanding shares of common stock on the date of the EPFA at a price that may be less than the Nasdaq Minimum Price, as defined in Nasdaq Listing Rule 5635(d) (the “EPFA Nasdaq Issuance Proposal”); |
| 8. | to approve, for purposes of complying with Nasdaq Listing Rules 5635(a), 5635(b) and 5635(d), the issuance of shares of common stock upon conversion of up to $5,000,000 in aggregate principal amount of the promissory note issued by the Company on June 2, 2026 to Shrvan Kumar Yadav as partial consideration for the Company’s acquisition of Anira Consulting FZC (the “Anira Note”), subject to and conditioned upon the Company and the holder of the Anira Note entering into a definitive agreement providing for a conversion price per share of not less than 75% of the market price of the common stock (a maximum discount of 25%), as described in this Proxy Statement (the “Anira Note Conversion Proposal”); |
| 9. | to approve one or more adjournments of the Annual Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Annual Meeting to approve Proposal Nos. 4, 5, 6, 7 or 8 (the “Adjournment Proposal”); and |
| 10. | to transact such other business as may properly come before the Annual Meeting or any continuation, postponement or adjournment thereof. |
These items of business are described in the Proxy Statement that follows this notice. Holders of record of our common stock and our Series A Preferred Stock as of the close of business on August 7, 2026 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement or adjournment thereof.
Your vote is important. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Please promptly vote your shares by following the instructions for voting on the paper or electronic copy of our proxy materials, by completing, signing, dating and returning your proxy card or by Internet or telephone voting as described on your proxy card.
All stockholders are cordially invited to attend the virtual Annual Meeting. Whether or not you expect to attend the virtual meeting, please vote as promptly as possible by following the instructions in the Proxy Statement in order to ensure your representation at the meeting.
By Order of the Board of Directors
/s/ Chagay Ravid
Chagay Ravid
Chief Executive Officer and Director
Burleson, Texas
August 17, 2026
This Proxy Statement is first being distributed or made available, as the case may be, on or about August 17, 2026.
TABLE OF CONTENTS
| Matter | Page No. |
|---|---|
| General Information About the Annual Meeting and Voting | 5 |
| Proposal No. 1 — Election of Directors | 12 |
| Proposal No. 2 — Ratification of Appointment of Independent Registered Public Accounting Firm | 17 |
| Proposal No. 3 — Approval of the 2026 Stock Incentive Plan | 18 |
| Proposal No. 4 — Approval, for purposes of complying with Nasdaq Listing Rule 5635(b) and 5635(d) of the Principal Market, of the potential issuance of shares of common stock issuable upon conversion or otherwise pursuant to the terms of the Notes issued and issuable pursuant to the Securities Purchase Agreement, in excess of the 19.99% of the issued and outstanding shares of common stock on the date of the Securities Purchase Agreement at a price that may be less than the Nasdaq Minimum Price, as defined in Nasdaq Listing Rule 5635(d) | 20 |
| Proposal No. 5 — Approval of the Reverse Stock Split Authority | 22 |
| Proposal No. 6 — Approval of an Amendment to the Articles of Incorporation to Increase the Authorized Shares of Common Stock to 1,000,000,000 | 24 |
| Proposal No. 7 — Approval, for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d) of the Principal Market, of the potential issuance of shares of common stock issuable pursuant to the Equity Purchase Facility Agreement in excess of the 19.99% of the issued and outstanding shares of common stock on the date of the EPFA at a price that may be less than the Nasdaq Minimum Price, as defined in Nasdaq Listing Rule 5635(d) | 26 |
| Proposal No. 8 — Approval, for purposes of complying with Nasdaq Listing Rules 5635(a), 5635(b) and 5635(d), of the issuance of shares of common stock upon conversion of the Anira Note | 28 |
| Proposal No. 9 — Approval of the Adjournment Proposal | 31 |
| Executive Compensation | 32 |
| Security Ownership of Certain Beneficial Owners and Management | 35 |
| Certain Transactions with Related Persons | 36 |
| Stockholder Proposals and Director Nominations | 37 |
| Other Matters | 37 |
| Householding | 37 |
| Annex A — 2026 Stock Incentive Plan | A-1 |
| Annex B — Form of Proxy Card | B-1 |
295 E. Renfro Street, Suite 300
Burleson, Texas 76028
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 10, 2026
This proxy statement (the “Proxy Statement”) and our annual report for the fiscal year ended December 31, 2025 (the “Annual Report” and, together with the Proxy Statement, the “proxy materials”) are being furnished by and on behalf of the board of directors (the “Board” or the “Board of Directors”) of Sadot Group Inc. (the “Company,” “Sadot Group,” “we,” “us,” or “our”), in connection with our 2026 annual meeting of stockholders (the “Annual Meeting”).
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.