Sadot Group Inc. — Form S-1

On July 16, 2026, Sadot entered two financing transactions: (1) Senior Secured Convertible Notes up to $100M principal (initial closing $4M at 8.25% interest, conversion price $17.81/share initially, maturing July 2028, secured by all assets); (2) Equity Purchase Facility Agreement with SZOP for up to $100M in discretionary share sales. This S-1 registers resale of up to 6.0M shares (3.5M conversion shares at floor $2.85, 2.5M advance shares at assumed $20). Company has 1.32M shares outstanding pre-offering; post-offering would reach 7.3M shares. Company faces Nasdaq delisting risk (failed $2.5M stockholders' equity test in May 2026), substantial going-concern doubt, and covenant requiring $750K minimum cash quarterly.