Material Agreement, Asset Transaction (Form 8-K)

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.