Material Agreement, Amendments to Bylaws (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On June 8, 2026, Sadot Group Inc. (the "Company") entered into an Amendment to Share Purchase Agreement (the "SPA Amendment") with Shrvan Kumar Yadav (the "Seller"), amending that certain Share Purchase Agreement dated June 2, 2026 (the "Original SPA") pursuant to which the Company acquired all of the issued and outstanding shares of Anira Consulting FZC, a company incorporated in Sharjah, United Arab Emirates (the "Target" or "Anira"), on June 2, 2026.

The SPA Amendment provides that the 1,000 shares of Series B Preferred Stock to be issued as part of the consideration under the Original SPA shall be non-convertible (the "Series B Preferred Stock") and that the previously contemplated Convertible Promissory Note in the principal amount of USD $5,000,000 shall be replaced in its entirety with a non-convertible Promissory Note in the same principal amount (the "Note").

The aggregate purchase price for the acquisition remains USD $12,000,000, consisting of:

The Series B Preferred Stock is non-voting and has a liquidation preference equal to the stated value (plus any declared but unpaid dividends), pari passu treatment with common stock for dividends and distributions, and a right for the Company (at its sole option) to redeem all or any portion of the outstanding shares at the stated value (plus any accrued and unpaid dividends). The Series B Preferred Stock has no conversion rights into common stock or any other equity securities of the Company.

The Note is a zero-interest promissory note maturing on June 2, 2028. The Company may prepay all or any portion of the Note at any time prior to maturity upon at least five (5) Business Days' prior written notice, with the prepayment amount equal to the principal being prepaid multiplied by (1 minus the Discount Percentage). The Discount Percentage equals the number of full calendar months remaining until maturity multiplied by 1% per month. The Note contains customary events of default and is governed by the laws of the State of Nevada.

The SPA Amendment and the issuance of the securities thereunder were approved by the Company's Board of Directors on June 8, 2026. The transactions remain exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation D promulgated thereunder.

The foregoing descriptions of the SPA Amendment and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of the SPA Amendment (including the form of Note attached as an exhibit thereto), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The Original SPA was previously filed as an exhibit to the Company's Current Report on Form 8-K filed on or about June 3, 2026.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On or about June 8, 2026, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to Designation for its Series B Preferred Stock (the "Amended COD"), amending the prior designation of the series. The Amended COD was adopted by resolution of the Board of Directors pursuant to authority granted in the Company's Articles of Incorporation (no stockholder approval was required for this amendment effected prior to issuance of any shares of the series).