Sadot Group Inc.
04/17/2024 | Press release | Distributed by Public on 04/17/2024 14:40
Material Agreement - Form 8-K
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in its Current Report on Form 8-K that was filed with the Securities and Exchange Commission on September 26, 2023, Sadot Group Inc., a Nevada corporation (the "Company"), entered into a Standby Equity Purchase Agreement (the "SEPA") with YA II PN, Ltd. (the "Investor"), pursuant to which the Investor has agreed to purchase up to $25 million of the Company's shares of common stock (the "Common Stock").
Pursuant to the SEPA, the Investor provided pre-advances to the Company in the aggreagete amount of $4,000,000 (each, a "Pre-Advance"), with each Pre-Advance evidenced by a convertible promissory note (each, a "Note"). The first Pre-Advance, in the principal amount of $3,000,000, was on September 23, 2023. The second Pre-Advance of $1,000,000 was advanced on October 30, 2023.
On April 10, 2024, the Company and the Investor entered into a letter agreement (the "Letter Agreement") to amend the terms of the remaining outstanding Note providing that the Company will make payments on May 1, 2024, June 1, 2024 and July 1, 2024 each in the principal amount of $350,000 plus an 8% payment premium and accrued interest. During the period through August 1, 2024, the Investor agreed that the application of any monthly payments that may become due and payable pursuant to Section 1(c) of the Notes (i.e., as a result of a Floor Price Trigger, or Exchange Cap Trigger) shall be suspended and the Investor shall not effect any Investor Notices of Conversions Notices, unless the Conversion Price is equal to the Fixed Price as such terms are defined in the SEPA, or with the consent of the Company.
The foregoing description of the Letter Agreement is qualified in their entirety by reference to the full text of the Letter Agreement, a copy of which is attached hereto as Exhibits 10.1 and which is incorporated herein in its entirety by reference.