Sadot Group Inc. Announces Amendment to Series A Preferred Stock and Stock Purchase Agreement

Key Developments

• Material Amendment to Series A Preferred Stock: Sadot Group Inc. (Nasdaq: SDOT) has executed a significant amendment to the terms of its Series A Preferred Stock and related Stock Purchase Agreement with Stanley Hills, LLC.
• Reduction in Stated Value and Voting Rights: The stated value of each share of Series A Preferred Stock has been reduced from \$14.5244 to \$5.1596, and voting rights per share have similarly decreased from 14.5244 votes per share (aggregate 145,244 votes for 10,000 shares) to 5.1596 votes per share (aggregate 51,596 votes for 10,000 shares).
• Filing of Certificate of Amendment: The Company filed a Certificate of Amendment to the Designation of Series A Preferred Stock with the Nevada Secretary of State on March 5, 2026, implementing these changes.
• Purpose of Amendment: The changes were made to reduce the Company’s potential redemption and liquidation exposure and to align voting power with current corporate governance best practices and Nasdaq compliance objectives.

Details of the Transaction

On March 2, 2026, Sadot Group Inc. entered into a “First Amendment to Stock Purchase Agreement” (the “SPA Amendment”) with Stanley Hills, LLC. The SPA Amendment modifies the original Securities Purchase Agreement signed on February 11, 2026. Under the original agreement, Sadot Group issued and sold 10,000 shares of Series A Preferred Stock to Stanley Hills for an aggregate purchase price of \$145,244.

The SPA Amendment specifically:

• Reduces the Stated Value of each share of Series A Preferred Stock from \$14.5244 to \$5.1596.
• Reduces the voting rights per share from 14.5244 votes to 5.1596 votes, for a total reduction in aggregate voting power from 145,244 votes to 51,596 votes across all 10,000 shares.
• All other material terms of the Series A Preferred Stock and the original agreement remain unchanged.

The Company and Purchaser mutually agreed to these amendments, noting they were for the benefit of the Company and to ensure compliance with Nasdaq listing standards.

Shareholder Impact & Price Sensitivity

• Reduced Dilution & Governance Risk: The reduction in voting rights and stated value mitigates the risk of undue influence by a single preferred holder, aligning voting power more closely with common stockholders and supporting improved governance.
• Lowered Redemption and Liquidation Exposure: By reducing the stated value, the Company’s future financial exposure in the event of redemption or liquidation is lessened, which could be viewed positively by investors concerned about downside risk and capital allocation.
• Nasdaq Compliance: Addressing these issues ensures ongoing compliance with Nasdaq’s listing requirements, reducing the risk of delisting or regulatory penalties, both of which are highly price-sensitive events.
• Non-Convertibility Maintained: The Series A Preferred shares remain non-convertible, so there are no immediate dilution impacts to the common stockholder base.

Exhibits and Legal Documentation

• Exhibit 3.1: Certificate of Amendment to Designation of Series A Preferred Stock, filed March 5, 2026 with the Nevada Secretary of State.
• Exhibit 10.1: First Amendment to Stock Purchase Agreement, dated March 2, 2026, by and between Sadot Group Inc. and Stanley Hills, LLC.

Conclusion

This amendment represents a substantial change in the rights and preferences of the Series A Preferred Stock, significantly reducing both the stated value and voting power associated with these shares. The move is likely to be interpreted as positive by common shareholders as it reduces governance risk, aligns with best practices, and demonstrates responsiveness to regulatory compliance concerns. Investors should monitor the Company’s further disclosures and Nasdaq communications for any additional impacts.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with professional advisers before making investment decisions. The author and publisher accept no liability for actions taken based on this information.

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