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Get filing alertsSadot restructures $12M Anira acquisition, eliminates conversion rights on preferred stock and note
Filed June 10, 2026 · Period ending June 8, 2026 · ~1 min read
Key Changes
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Amended June 2 acquisition agreement for Anira Consulting to replace convertible securities with non-convertible instruments, eliminating potential dilution from conversion of $6.6M Series B Preferred and $5M note into common stock.
Item 1.01 verify on EDGAR → -
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Series B Preferred Stock (1,000 shares, $6.6M stated value) now non-convertible and non-voting, with liquidation preference ahead of common but behind existing Series A; company can redeem at stated value anytime.
Item 3.03 view on EDGAR → -
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$5M promissory note carries zero interest, matures June 2028, with early prepayment discount of 1% per month remaining (e.g., 12% discount if prepaid one year early).
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Total consideration remains $12M: 135,000 common shares ($405K at $3/share), 1,000 Series B Preferred ($6.6M), and $5M note. Common stock component creates immediate dilution of 135,000 shares.
Item 1.01 verify on EDGAR →
Summary
Sadot Group restructured its week-old acquisition of Anira Consulting FZC, fundamentally changing how it will pay the $12 million purchase price. The company eliminated conversion rights from both the Series B Preferred Stock and the promissory note, meaning the seller can no longer convert these securities into common shares. This protects existing shareholders from the dilution that would have occurred under the original deal structure, though they still face immediate dilution from 135,000 common shares issued as part of the consideration.
The revised deal gives Sadot more financial flexibility through a zero-interest note with early prepayment incentives and the ability to redeem the preferred stock at its option. However, the Series B Preferred maintains liquidation preference over common stock, meaning in a sale or bankruptcy scenario, these preferred holders get paid their $6.6 million before common shareholders receive anything. Retail investors should watch whether management exercises the redemption option on the Series B Preferred or prepays the note early, which would signal confidence in cash flow and reduce the liquidation preference overhang on common stock.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
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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 Company amended its June 2, 2026 acquisition agreement for Anira Consulting FZC. The amendment changes the structure of the consideration being paid to the seller, specifically converting previously convertible securities into non-convertible instruments while maintaining the same $12 million total purchase price.
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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 Series B Preferred Stock is non-voting and gives the Company (not the holder) the option to redeem shares at stated value plus dividends. It has liquidation preference at stated value and ranks equally with common stock for dividends. The lack of conversion rights means this preferred stock cannot be converted to common shares, limiting future dilution.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
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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 company filed an amendment to its Series B Preferred Stock designation with Nevada on June 8, 2026. This amendment was adopted by board resolution without requiring shareholder approval since no shares of the series had been issued yet.
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The Amended COD designates 1,000 shares of Series B Preferred Stock, par value $0.0001 per share, with a stated value of $6,595 per share. The Series B Preferred Stock is non-convertible and non-voting.
The amended designation creates 1,000 shares of Series B Preferred Stock with a stated value of $6,595 per share (total potential value of $6.595 million). These shares cannot be converted to common stock and carry no voting rights, limiting their impact on corporate governance.
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In the event of any liquidation, dissolution or winding up of the Company, holders of Series B Preferred Stock are entitled to receive, prior to any distribution to holders of common stock (but subject to any senior preferred stock, including the Company’s existing Series A Preferred Stock), an amount per share equal to the stated value (plus any declared but unpaid dividends).
In a liquidation scenario, Series B holders get paid their stated value before common stockholders but after Series A Preferred holders. This creates a liquidation preference hierarchy that could reduce proceeds available to common shareholders in a sale or bankruptcy.
Added in current filing · verify on EDGAR →
The Company has the right, at its sole option and discretion, at any time and from time to time, to redeem all or any portion of the outstanding Series B Preferred Stock at a redemption price equal to the stated value per share (plus any declared but unpaid dividends).
The company can redeem (buy back) the Series B shares at any time at the stated value of $6,595 per share. This gives management flexibility to retire the preferred stock when financially advantageous, but holders have no ability to force redemption.
Event · Item 9.01 — Financial Statements and Exhibits
Sadot amended Series B Preferred Stock terms, modified a share purchase agreement with Shrvan Kumar Yadav, and issued a $5M promissory note.
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Certificate of Amendment to Designation of Series B Preferred Stock of Sadot Group Inc. (filed with the Nevada Secretary of State on or about June 8, 2026)
The company filed an amendment to the terms of its Series B Preferred Stock with Nevada authorities on June 8, 2026. The 8-K does not disclose the specific changes made to the preferred stock designation, but amendments typically involve voting rights, conversion terms, dividends, or liquidation preferences.
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Amendment to Share Purchase Agreement dated June 8, 2026, by and between Sadot Group Inc. and Shrvan Kumar Yadav (including form of Promissory Note as Exhibit B-1 thereto)
Sadot modified an existing share purchase agreement with Shrvan Kumar Yadav on June 8, 2026. The amendment includes a promissory note form, suggesting changes to payment terms or structure of the original transaction. Without the full exhibit text, the specific modifications and their business rationale remain unclear.
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Promissory Note payable to Shrvan Kumar Yadav in the principal amount of $5,000,000
The company issued a $5 million promissory note to Shrvan Kumar Yadav, likely in connection with the amended share purchase agreement. This represents a material debt obligation, though the 8-K does not disclose interest rate, maturity date, or whether this note replaces, supplements, or restructures prior obligations.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 10, 2026 · How we verify