SDOT Sadot Group Inc. - 8-K

Item 3.03 Material Modification to Rights of Security
Holders.

To the extent required by Item 3.03, the information
contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

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

The Board of Directors (the “Board”) of
Sadot Group Inc. (“the Company”) unanimously approved a reverse split of the Company’s common stock at a ratio of one-for-twenty
(the “Reverse Stock Split”) pursuant to a unanimous written consent dated May 21, 2026.

On May 22, 2026, the Company filed a Certificate of
Change Pursuant to NRS 78.209 with the Nevada Secretary of State to effect the Reverse Stock Split, which will become effective 12:01
a.m. eastern on May 27, 2026. As a result of the Reverse Stock Split, every 20 shares of the Company’s common stock issued and outstanding
on the effective date will be consolidated into one issued and outstanding share. Stockholders who would be entitled to receive fractional
shares as a result of the Reverse Stock Split will receive a cash payment in lieu of fractional shares equal to the fraction multiplied
by the closing price on May 27, 2026. There was no change in the par value of our common stock.

As previously disclosed, the Company has been working
to regain compliance with Nasdaq’s minimum bid price requirement. The Company is effectuating the Reverse Stock Split to raise the
per share bid price of the Company’s Common Stock above $1.00 per share with the goal of complying with Nasdaq Listing Rule 5550(a)(2).

The Company’s common stock will begin trading
on a split-adjusted basis on The Nasdaq Capital Market at the commencement of trading on May 27, 2026 under the Company’s existing
symbol “SDOT.” The Company’s common stock has been assigned a new CUSIP number of 627333503 in connection with the Reverse
Stock Split.

The Certificate of Change also decreased the number
of authorized shares of the Company’s common stock from 250,000,000 to 12,500,000.

In addition, proportionate adjustments will be made
to the exercise prices of the Company’s outstanding stock options and warrants and to the number of shares issued and issuable under
the Company’s existing stock incentive plans. The foregoing description of the Certificate of Change does not purport to be complete
and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Change, which is attached as
Exhibit 3.1 to this Current Report on Form 8-K.

Forward-Looking Statements This Current Report on
Form 8-K contains forward-looking statements. Forward-looking statements may include, but are not limited to, statements related to the
Reverse Stock Split, the effectiveness of the Certificate of Change, and the Company’s ability to regain compliance with Nasdaq’s
minimum bid price requirement, as well as statements, other than historical facts, that address activities, events or developments that
the company intends, expects, projects, believes or anticipates will or may occur in the future. These statements are often characterized
by terminology such as “believes,” “hopes,” “may,” “anticipates,” “should,”
“intends,” “plans,” “will,” “expects,” “estimates,” “projects,”
“positioned,” “strategy” and similar expressions and are based on assumptions and assessments made in light of
management’s experience and perception of historical trends, current conditions, expected future developments and other factors
believed to be appropriate. Forward-looking statements in this Current Report on Form 8-K are made as of the date of this Current Report
on Form 8-K, and the Company undertakes no duty to update or revise any such statements, whether as a result of new information, future
events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many
of which are outside of the Company’s control. Important factors that could cause actual results, developments and business decisions
to differ materially from forward-looking statements are described in the sections titled “Risk Factors” in the Company’s
filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form
10-Q, as well as reports on Form 8-K, and include whether the Company will be successful in maintaining the listing of its Common Stock
on Nasdaq and the effects of the Reverse Stock Split.

Item 7.01 Regulation FD Disclosure.

On May 22, 2026, the Company issued a press release
titled, “Sadot Group Announces 1-for-20 Reverse Stock Split.” A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits (d) Index of Exhibits

Exhibit No.

Description

3.1

Certificate of Change Pursuant to NRS 78.209 filed with the Nevada Secretary of State on May 22, 2026

99.1

Press Release dated May 22, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)