Sadot Group Inc.

Item 1.01. Entry into a Material Definitive Agreement. Settlement Agreement with Helena Global Investment Opportunities I Ltd. As previously reported, Sadot Group Inc. (the “Company”) and Helena Global Investment Opportunities I Ltd. (“Helena”) are parties to (i) that certain Purchase Agreement, dated as of September 23, 2025 (the “Helena Purchase Agreement”), providing for an equity line of credit facility pursuant to which the Company obtained the right to issue and sell to Helena up to $10,000,000 of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and (ii) that certain Securities Purchase Agreement, dated as of September 23, 2025 (together with the Helena Purchase Agreement and the related agreements, certificates and instruments, the “Helena Agreements”). Helena has alleged that certain events of default, breaches and claims for liquidated damages, default interest and other remedies arose under the Helena Agreements, including from the Company’s failure to file, and to cause to be declared effective, a resale registration statement and to submit advance notices as required thereby (collectively, the “Helena Claims”), and commenced an action against the Company in connection with the Helena Claims in the matter styled Helena Global Investment Opportunities I Ltd. v. Sadot Group Inc., filed in the United States District Court for the Southern District of New York, Case No. 1:26-cv-05818 (the “Lawsuit”). On July 15, 2026, the Company entered into a Settlement Agreement with Helena (the “Settlement Agreement”) to compromise, resolve and settle the Helena Claims and the Lawsuit. Pursuant to the Settlement Agreement: (i) the Company agreed to pay Helena $350,000 in cash (the “Cash Payment”), by wire transfer of immediately available funds, on or before 5:00 p.m. Eastern Time on July 17, 2026, time being of the essence and without setoff, counterclaim, deduction or withholding of any kind; (ii) upon Helena’s actual and timely receipt of the Cash Payment, Helena is required to dismiss the Lawsuit with prejudice within three (3) business days of such receipt by filing a stipulation of dismissal pursuant to Rule 41(a)(1)(A)(ii) of the Federal Rules of Civil Procedure; (iii) upon Helena’s actual receipt of the Cash Payment, all obligations of the parties under the Helena Agreements, including the equity line of credit facility, will terminate with such termination effective as of the date of the Settlement Agreement; (iv) effective upon, but only upon, Helena’s actual and timely receipt of the Cash Payment, Helena will release the Company and its past and present officers, directors, employees, agents and affiliates from the Helena Claims and any other claims arising out of or relating to the Helena Agreements prior to the effective date of the Settlement Agreement, and the Company has released Helena and its related parties from claims arising out of or relating to the Helena Agreements, in each case subject to certain preserved claims specified therein (including claims arising under the settlement documents and claims for fraud, intentional misrepresentation or willful misconduct); (v) Helena consented and waived any breaches with respect to the Company’s entry into certain financing arrangements; and (vi) the Company agreed to indemnify Helena and certain related parties as provided therein. If the Cash Payment is not timely satisfied in full, Helena’s release will not become effective and all of the Helena Claims and Helena’s other rights and remedies under or relating to the Helena Agreements will remain outstanding and available to Helena in full. The Settlement Agreement contains customary representations, warranties and covenants, is governed by New York law, and provides for the exclusive jurisdiction of the state and federal courts located in the Borough of Manhattan, City of New York, and a mutual waiver of jury trial. The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02. Pursuant to the Settlement Agreement, upon Helena’s actual receipt of the Cash Payment, all obligations of the parties under the Helena Agreements, including the Helena Purchase Agreement providing for an equity line of credit facility of up to $10,000,000, will terminate as of the date of the Settlement Agreement. No early termination penalties will be incurred by the Company in connection with such termination, other than the Cash Payment and the other obligations of the Company under the Settlement Agreement described in Item 1.01 above.