株探米国株
英語
エドガーで原本を確認する
0001701756false00017017562023-03-212023-03-21

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2025
Commission File Number 001-39223
SADOT GROUP INC.
(Exact name of small business issuer as specified in its charter)
Nevada
47-2555533
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
295 E. Renfro Street, Suite 209, Burleson Texas 76028
(Address of principal executive offices)
(832) 604-9568
(Issuer’s telephone number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.0001 par value
SDOT
The Nasdaq Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 1, 2025, Sadot Group Inc. (the “Company”) announced the appointment of Paul Sansom as its Chief Financial Officer, effective August 1, 2025, following the resignation of Jennifer Black as Chief Financial Officer of the Company on July 28, 2025. Ms. Black’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Ms. Black agreed to serve as a consultant to the Company for 60 days for nominal consideration. Mr. Sansom, age 60, previously served as a member of the Company’s Board of Directors and its Audit Committee. Concurrent with his appointment as CFO, Mr. Sansom resigned from the Board of Directors and the Audit Committee, effective August 1, 2025. Mr. Sansom’s resignation was not due to any disagreement with the Company on any matter relating to its operations, policies, or practices.
Paul Sansom is an accomplished CFO and board-level executive with over 30 years of international experience leading finance and operations across the energy, technology, infrastructure, and private equity sectors. He has a proven track record in financial strategy, M&A, capital structuring, and value creation for both listed and privately held companies. Recently, Mr. Sansom serves as a Board member and Group Chief Financial Officer of InterGen UK limited. Paul has led major financing and asset exit initiatives, returning over $650 million to shareholders. He has held prior leadership roles in Africa and the Middle East, including CFO/COO at Inlaks Holdings from 2019 through 2022 and GM at Al Ghurair Projects from 2016 through 2019, where he built and scaled multi-sector businesses exceeding $1 billion in revenue. Paul’s leadership has extended to several high-profile turnaround and growth mandates, including his tenure as CFO of Viking Services from 2013 through 2016, where he restructured the business post-downturn, secured $100 million in growth financing, and executed a strategic equity sale and capital injection. As CFO/COO at both Energy Capital Group from 2009 through 2012 and Ithmar Capital from 2007 through 2009, Paul oversaw large-scale energy investments and successful fund exits, while guiding AIM listings and secondary market transactions. He began his career in senior finance roles at PepsiCo, Brightpoint (now Ingram Micro), BMW Group, and Mars, gaining expertise in M&A, treasury, tax, and corporate finance across Europe and the Middle East. Paul holds professional qualifications as a Chartered Management Accountant (ACMA) and Chartered Treasurer (AMCT), and a BA in Economics from the City of London. He currently sits on the Audit Committee of Immensa NASDAQ-listed Sadot Group and serves as Senior Advisor to Energy Capital Group Fund II.
On August 1, 2025, the Company entered into an employment agreement with Mr. Sansom (the “Employment Agreement”). Under the terms of the Employment Agreement, Mr. Sansom will receive an annual base salary of $190,000 for the first six months of employment. At the end of the six month period, the Board of Directors shall review business key performance indicators, and subject to satisfactory performance, shall increase the base salary to a minimum of $380,000 per year, as confirmed by the Board's compensation committee. Such increased salary shall be effective from the first day of the seventh month of employment. Mr. Sansom will be eligible for an annual performance bonus based on criteria to be determined by the Company’s Board of Directors. Mr. Sansom will also receive a grant of restricted shares valued at $90,000, which will vest in equal quarterly installments beginning October 1, 2025, subject to continued employment and satisfactory performance. The Employment Agreement provides for standard benefits, expense reimbursement, and participation in the Company’s employee benefit plans. If Mr. Sansom’s employment is terminated by the Company without cause or by Mr. Sansom for good reason, and subject to the execution of a general release, he will be entitled to severance pay equal to 12 months of his base salary. The Agreement also includes customary provisions regarding confidentiality, non-solicitation, non-competition, intellectual property assignment, and cooperation with legal proceedings.
As noted, Mr. Sansom resigned from the Company’s Board of Directors and its Audit Committee, effective August 1, 2025, in connection with his appointment as CFO. As a result of Mr. Sansom’s resignation, the Audit Committee currently has fewer than three members, which does not comply with Nasdaq Listing Rule 5605(c)(2)(A) requiring a minimum of three independent directors.
Pursuant to Nasdaq Listing Rule 5605(c)(4), the Company has a cure period to regain compliance by appointing a new independent director to the Audit Committee. The cure period extends until the earlier of the Company’s next annual shareholders’ meeting or August 1, 2026; provided, however, that if the annual shareholders’ meeting occurs no later than January 26, 2026, the Company has until January 26, 2026, to regain compliance. The Company intends to appoint a new independent director to the Audit Committee as soon as practicable within the cure period.
There are no family relationships between Mr. Sansom and any director or executive officer of the Company, and there are no transactions involving Mr. Sansom that would require disclosure under Item 404(a) of Regulation S-K.



In connection with Ms. Black’s resignation, on July 28, 2025, the Company and Ms. Black entered into a Separation Agreement (the “Separation Agreement”). Pursuant to the Separation Agreement, subject to the Company’s full compliance with its obligations thereunder, Ms. Black provided a general release of all claims against the Company, its affiliates, subsidiaries, predecessors, successors, assigns, officers, directors, employees, and agents. The Company agreed to fully indemnify, defend, and hold Ms. Black harmless from any and all claims, demands, causes of action, damages, and rights of recovery arising out of her actions while employed by the Company. The Company also agreed to provide directors’ and officers’ liability insurance and errors and omissions coverage to Ms. Black for a period of five years following the execution of the Separation Agreement. In the event of a default by the Company in complying with its obligations under the Separation Agreement, the Company is required to cure such default within five days of notice.
Under the Separation Agreement, the Company has agreed to provide Ms. Black with the following separation benefits: (i) severance payments totaling $350,000, payable over a 12-month period in bi-weekly installments through payroll, commencing on the date of execution of the Separation Agreement; (ii) payment of premiums for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) equivalent to her current health insurance plan, paid directly to the insurance company; (iii) payment of a past due bonus in the amount of $207,159.11 over a five-year period beginning 12 months after execution of the Separation Agreement, subject to acceleration in full upon certain change in control events, including a sale of the Company, reverse merger, asset sale, or capital raise exceeding $7,000,000; and (iv) immediate full vesting of all unvested restricted stock awards. In consideration of the above, Ms. Black agreed to serve as a consultant to the Company for 60 days for nominal consideration.
The foregoing description of the Employment Agreement and the Separation Agreement are qualified in their entirety by reference to the full text of the Employment Agreement and Separation Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d)Index of Exhibits
Exhibit No. Description
10.1
10.2
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SADOT GROUP INC.
By: /s/ Chagay Ravid
Name: Chagay Ravid
Title: Chief Executive Officer
Date: August 1, 2025

EX-10.1 2 a20250731_draftxemployme.htm EX-10.1 a20250731_draftxemployme
1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made by and between Sadot Group Inc (“SDOT”) a Nevada corporation (the “Company”) with an address located at 295 E. Renfro Street, Suite 209, Burleson Texas 76028, and Paul Sansom (the “Employee”), as of August 1, 2025 (the “Effective Date”). WHEREAS, the Company has offered employment to Employee and the parties wish to enter into this Agreement to document the terms and conditions of their relationship; NOW THEREFORE, in consideration of the foregoing, the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: ARTICLE 1 – EMPLOYMENT TERMS 1.1 Employment. Commencing on the Effective Date, the Company shall employ Employee, and Employee shall serve the Company, as Chief Financial Officer, upon the terms and conditions set forth in this Agreement. Employee shall have such authority and responsibilities consistent with Employee’s position. Employee shall devote such of the Employee’s business time, attention, skill and efforts as is necessary to the performance of Employee’s duties hereunder, except during periods of illness or periods of vacation and leaves of absence consistent with Company policy. For the first six (6) months following the Effective Date, the Company acknowledges that the Employee has existing non-executive director duties and consents to the Employee continuing with such existing non- executive roles concurrent with his employment with the Company. 1.2 Compensation and Benefits. 1.2.1 Salary. The Company shall pay Employee a base salary at the rate of $190,000 per year (the “Base Salary”), for the first six (6) months of employment, subject to any withholdings and deductions required by applicable law. At the end of the six (6) month period, the Board of Directors shall review business KPIs, and subject to satisfactory performance, shall increase the Base Salary to a minimum of $380,000 per year, as confirmed by the Board's compensation committee. Such increased salary shall be effective from the first day of the seventh month of employment. 1.2.2 Benefits. Employee shall be entitled to participate in the employee benefit plans of the Company, as presently in effect or as they may be modified or added to from time to time. Employee shall also be provided with vacation and sick leave in accordance with Company policy. In addition, Employee will be covered with various insurance policies such as health insurance for family, disability and 401K plans all which are commensurate with C level executive position. 1.2.3 Expense Reimbursement. The Company shall reimburse Employee for all reasonable ordinary and necessary travel and other expenses related to Employee’s duties that are incurred and accounted for in accordance with the policies of the Company. 1.2.4 Equity. Upon joining, the Company shall grant Employee restricted shares with a value of $90,000 (the "Restricted Shares"). The Restricted Shares shall vest and be issued based on the fair market value on the Effective Date. The Restricted Shares shall vest quarterly thereafter in equal instalments commencing October 1, 2025 and continuing thereafter subject to Employee's continued employment with the Company and satisfactory performance of Employee's Docusign Envelope ID: 92C2D319-B582-4F71-8AC4-64112D3F2AFC


 
2 duties as determined by the Board of Directors in its reasonable discretion. 1.2.5 Performance Bonus. Employee shall be eligible for an annual performance bonus based on performance objectives to be mutually agreed upon by the Board of Directors and Employee as soon as practicable after the Effective Date. 1.2.6 Key Person Insurance. Employee agrees to cooperate with the Company in obtaining key person life and disability insurance policies on Employee's life where the Company is the beneficiary. Such cooperation includes, but is not limited to, submitting to medical examinations, providing requested health information, and executing necessary documents, all at the Company's expense. 1.3 Termination of Employment. 1.3.1 Automatic Termination. This Agreement and Employee’s employment with the Company shall terminate automatically upon the death or Permanent Disability (as hereinafter defined) of Employee. As used in this Section 1.3.1, the term “Permanent Disability” shall mean that the Board of Directors has made a good faith and reasonable determination that Employee has become physically or mentally incapacitated or disabled such that he is unable to perform for the Company substantially the same services material to his employment as he performed prior to such incapacity or disability, and such incapacity or disability exists for an aggregate of ninety (90) days during any twelve (12) calendar month period. In connection with making such determination, the Company, at its sole option and expense, shall be entitled to select and retain a physician to confirm the existence of such incapacity or disability and the determination by such physician shall be binding on the Parties with respect to the existence, or lack thereof, of an incapacity or disability for purposes of this Agreement. 1.3.2 Termination by the Company for Cause. This Agreement and Employee’s employment with the Company may be terminated by the Company at any time for Cause (as hereinafter defined). As used in this Section 1.3.2 the term “Cause” shall mean that Employee: (i) has been convicted of a felony or has entered a plea of guilty or nolo contendere to a felony; (ii) has breached the provisions of Article 2 hereof; (iii) has reported to work under the influence of alcohol; (iv) has engaged in misconduct that causes material injury to the Company; (v) has committed a felony, fraud, embezzlement or other crime involving moral turpitude or has committed any other act involving illegal drugs (whether or not at the workplace); (vi) has continually or deliberately neglected the performance of his material duties or has failed to follow directives of the Company or the Board of Directors in any material respect; or (vii) has breached any material provision of this Agreement. Docusign Envelope ID: 92C2D319-B582-4F71-8AC4-64112D3F2AFC


 
3 (viii) has violated any Company policy or code of conduct; (ix) has failed to obtain or maintain any license, permit, or certification required for Employee's position; (x) has breached any fiduciary duty owed to the Company; (xi) has engaged in any activity that competes with the Company's business during the term of employment; or (xii) has made any unauthorized public statements that materially damage the Company's reputation or business interests. In the case of termination for Cause, Employee shall be given written notice of the Company’s intent to terminate his employment for Cause and the opportunity within thirty (30) days after the receipt of such notice to remedy or correct the acts or failures to act described in such notice; however, the Company shall not be required to give such opportunity to cure the same conduct more than once during any twelve (12) month period. 1.3.3 Termination by Mutual Agreement. This Agreement may be terminated at any time by the mutual written agreement of the Company and Employee. 1.3.4 Termination by Either Party. This Agreement may be terminated by either Party at any time without prior notice, subject to the severance provisions set forth in Section 1.4 .2. Upon termination, Employee shall receive any accrued but unpaid salary and benefits through the date of termination; provided, however, that if Employee's employment is terminated by the Company for Cause (as defined in Section 1.3.2), Employee shall forfeit all unvested Restricted Shares as of the date of termination. Agreement may be terminated by either Party at any time by providing one month prior written notice to the other Party. 1.3.5 Termination for Good Reason. Employee may resign and terminate this Agreement for Good Reason (as defined below); provided, however, that upon notice of Employee’s decision to terminate for Good Reason, the Company shall have thirty (30) days in which to cure such Good Reason. If the Company fails to cure such Good Reason within thirty (30) days, Employee may resign and terminate this Agreement for Good Reason. For purposes of this Agreement, “Good Reason” shall mean any material breach by the Company of any provision of this Agreement 1.4 Payments Upon Termination. 1.4.1 Except as set forth in Section 1.4.2 below, if Employee’s employment terminates for any reason, whether voluntary or otherwise, all of Employee’s Base Salary, bonuses, and other compensation shall cease as of the date of such termination and the obligations of the Company under this Agreement to make any further payments to Employee, except for payments of any accrued Base Salary and benefits due to Employee as of the effective date of the termination of Employee’s employment, shall cease and terminate. Docusign Envelope ID: 92C2D319-B582-4F71-8AC4-64112D3F2AFC


 
4 1.4.2 If Employee’s termination is by the Company without Cause or by the Employee for Good Reason and, in each case; (a) Employee executes a general release (the “Release”) in favor of the Company, its parent, subsidiaries and their affiliates in form and substance satisfactory to the Company and such Release becomes effective and is not revoked; and (b) Employee complies with the terms of this Agreement and the Release, Employee shall receive severance pay equal to 12 months of Base Salary at the rate in effect on the date of termination of employment; provided, however, that if Employee's employment is terminated within the first six (6) months of employment, severance pay shall be calculated based on the initial Base Salary of $190,000 per year, regardless of any pending salary review or increase, subject to applicable tax and other withholdings. Severance pay will be paid in equal installments over a period of 12 months following the date of termination of employment in accordance with the Company's regular payroll calendar; provided that the first payment will be made on the 30th day following the date of termination of employment and will include any installments that would otherwise have been paid since the date of termination of employment. 1.4.3 Clawback Provision. In the event that the Company is required to restate its financial statements due to Employee's intentional misconduct or gross negligence, or if Employee is terminated for Cause in accordance with Section 1.3.2, the Company may, in its sole discretion, seek to recover from Employee any bonus payments, equity compensation, or other incentive compensation paid to Employee during the 12-month period preceding the events giving rise to such restatement or termination for Cause. ARTICLE 2 – COVENANTS OF EMPLOYEE 2.1 Confidential Information. 2.1.1 Employee agrees to hold in strictest confidence, and not to use, except for the benefit of the Company, any of the Company’s Trade Secrets or Confidential Information or to disclose to any person, firm or entity any of the Company’s Trade Secrets or Confidential Information except (i) as authorized in writing by the Board of Directors (the “Board”), (ii) as authorized by the Company’s management with the approval of the Board, pursuant to a written non-disclosure agreement, or (iii) as required by law. With respect to Trade Secrets, this covenant shall continue for one year, so long as the information retains its Trade Secret status under applicable law. With respect to Confidential Information, this covenant shall continue during the Employee’s employment and for two years thereafter. 2.1.2 For purposes of this Agreement, “Trade Secrets” shall mean any of the Company’s information, without regard to form, including, but not limited to, technical or non- technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers, which is not commonly known by or available to the public and which information (A) derives economic value, actual or potential, from not being generally known to and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. 2.1.3 For purposes of this Agreement, “Confidential Information” shall mean any data and information (A) relating to the business of the Company, other than Trade Secrets addressed above; (B) disclosed to Employee or of which Employee became aware of as a Docusign Envelope ID: 92C2D319-B582-4F71-8AC4-64112D3F2AFC


 
5 consequence of Employee’s relationship with the Company; (C) [NOT USED] (D) not generally known to competitors of the Company; and (E) which includes methods of operation, names of customers, price lists, financial information and projections, personnel data, and similar information; provided, however, that Confidential Information shall not mean data or information which has been voluntarily disclosed to the public by the Company, except where such public disclosure has been made by Employee without authorization from the Company, which has been independently developed and disclosed by others, or which has otherwise entered the public domain through lawful means. 2.1.4 The U.S. Defend Trade Secrets Act (“DTSA”) states: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Accordingly, Employee shall have the right to disclose in confidence trade secrets to U.S., State, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. Employee shall also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with the DTSA or create liability for disclosures of trade secrets that are expressly allowed by the DTSA. 2.2 Non-solicitation of Customers. During the Restricted Period, Employee shall not, directly or indirectly, solicit any customer of the Company or any potential customer of the Company, as such solicitation relates to Competing Products or Services, with whom Employee has had material contact during the last year of Employee’s employment with the Company. For purposes of this Agreement, the “Restricted Period” shall mean the period beginning on the Effective Date and ending on the first anniversary of Employee’s last date of employment with the Company. “Competing Products or Services” shall mean the products or services being created, developed, marketed, or provided by the Company. For purposes of this Section 2.2, "material contact" means Employee had direct communication, correspondence, or business dealings with such customer or potential customer, or was involved in negotiations, discussions, or decision-making processes relating to such customer or potential customer. 2.3 Non-hiring of Employees. During the Restricted Period, Employee shall not hire or engage, or assist any company or business organization by which Employee is employed to hire or engage, any person who is or was employed by the Company at the time of Employee’s termination or during the one-year period preceding such termination. 2.4 Non-Competition. During the Restricted Period, Employee shall not, directly or by assisting others, provide Competing Products or Services of the type conducted, authorized, offered or provided by the Company during the last year of Employee’s employment with the Company, in any capacity identical with or corresponding to the capacity or capacities in which the Employee was Docusign Envelope ID: 92C2D319-B582-4F71-8AC4-64112D3F2AFC


 
6 engaged by the Company, anywhere within (1) the territory where the Employee was working during the last year of Employee’s employment with the Company, (2) the territory in which the Company conducted business during the last year of Employee’s employment with the Company, and (3) the State of Florida, and (4) any state or jurisdiction where the Company has customers, operations, or conducts business. 2.5 Intellectual Property Assignment. Employee agrees that all discoveries, inventions, improvements, innovations, computer programs, writings, works of authorship, designs, know-how, ideas, trademarks, copyrights, moral rights, and other intellectual property (whether or not patentable and whether or not reduced to practice) that relate to the Company's business, products, services, or research and development, and that are conceived, developed, contributed to, or reduced to practice by Employee (either solely or jointly with others) while employed by the Company (collectively, "Work Product"), shall be the sole and exclusive property of the Company. Employee hereby assigns to the Company all right, title, and interest Employee may have or may acquire in and to any and all Work Product. Employee agrees to assist the Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in the Work Product in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, and the execution of all applications, specifications, oaths, assignments, and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and to such Work Product. Employee represents that Employee's performance of all the terms of this Agreement will not breach any agreement with any former employer or other party and that Employee has not entered into, and agrees not to enter into, any agreement either written or oral in conflict herewith. 2.6 Return of Company Property. The Employee acknowledges that all documents, records, data, apparatus, equipment, and other physical property furnished to or acquired by Employee in the course of Employee's employment belong to the Company. Upon termination of Employee's employment, or upon the Company's request, Employee shall immediately deliver to the Company, and shall not keep in Employee's possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Company documents, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, laboratory notebooks, materials, flow charts, equipment, other documents or property, and reproductions of any aforementioned items developed by Employee pursuant to Employee's employment with the Company or otherwise belonging to the Company, together with all keys, access cards, identification cards, and passwords relating to the foregoing. 2.7 Cooperation with Legal Proceedings. The Employee agrees that during and after Employee's employment, Employee shall cooperate fully with the Company in the defence or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while Employee was employed by the Company. Employee's full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During periods following Employee's termination, the Company agrees to reimburse Employee for reasonable expenses incurred in connection with such cooperation and to make reasonable efforts to accommodate Employee's other personal and professional commitments. Docusign Envelope ID: 92C2D319-B582-4F71-8AC4-64112D3F2AFC


 
7 ARTICLE 3 – GENERAL PROVISIONS 3.1 Withholding of Taxes. The Company may withhold from any amounts payable under this Agreement all federal, state, city or other taxes and withholdings as shall be required pursuant to any applicable law, rule or regulation. 3.2 Notice. For purposes of this Agreement, all communications including, without limitation, notices, consents, requests or approvals, provided for in this Agreement (i) shall be in writing signed by or on behalf of the party making the same; (ii) shall be deemed given or delivered (1) if delivered personally, when received, (2) if sent from within the United States by registered or certified mail, postage prepaid, return receipt requested, on the fifth (5th) Business Day after mailing, or (3) if sent by messenger or reputable overnight courier service, when received; and (iii) shall be addressed to the Company (to the attention of the Chief Executive Officer of the Company), at its principal office or to Employee at Employee’s principal residence, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except that notices of change of address shall be effective only upon receipt. 3.3 Validity. It is not the intent of any party hereto to violate any public policy of any jurisdiction in which this Agreement may be enforced. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the extent) necessary to make it valid, enforceable and legal. 3.4 Entire Agreement. This Agreement supersedes any other agreements, oral or written, between the parties with respect to the subject matter hereof, and contains all of the agreements and understandings between the parties with respect to the employment of Employee by the Company. Any waiver or modification of any term of this Agreement shall be effective only if it is set forth in a writing signed by both parties hereto. 3.5 Successors. 3.5.1 This Agreement shall inure to the benefit of the Company and any Successor of or to the Company, but shall not otherwise be assignable or delegable by the Company. “Successor” shall mean any successor in interest, including, without limitation, any entity, individual or group of persons acquiring directly or indirectly all or substantially all of the business or assets of the Company, as the case may be, whether by sale, merger, consolidation, reorganization or otherwise. 3.5.2 This Agreement shall inure to the benefit of and be enforceable by Employee’s personal or legal representatives, executors, administrators, heirs, distributees and legatees. 3.5.3 This Agreement is personal in nature and neither of the parties shall, without the consent of the other, assign, transfer or delegate this Agreement or any rights or obligations hereunder except as expressly provided in this Section 3.5. 3.6 Captions. The captions in this Agreement are solely for convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement. Docusign Envelope ID: 92C2D319-B582-4F71-8AC4-64112D3F2AFC


 
8 3.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same Agreement. If any signature is delivered by facsimile transmission, or by email delivery of a “.pdf” format data file, that signature shall constitute effective execution and delivery of this Agreement or other related document and shall be deemed to be an original signature for all purposes. 3.8 Modification and Waiver. No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Employee and the Company. No waiver by any party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. 3.9 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. 3.10 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity. 3.11 Governing Law and Forum Selection. The laws of the State of Texas, USA shall govern this Agreement. If Nevada's conflict of law rules would apply another state's laws, the parties agree that Texas law shall still govern. The parties agree that any claim arising out of or relating to this Agreement shall be brought in a state or federal court of competent jurisdiction in the State of Texas. 3.12 The provisions of this Agreement that by their nature should survive termination of this Agreement shall survive any such termination, including without limitation: (a) all obligations in Article 2 (Covenants of Employee); (b) the clawback provision in Section 1.4.3; (c) the return of Company property obligations in Section 2.6; (d) intellectual property assignments in Section 2.5; (e) cooperation with legal proceedings in Section 2.7; (f) the general provisions in Article 3; and (g) any accrued but unpaid obligations of either party. 3.13 The Employee shall be entitled to accrue paid vacation at a rate of three (3) weeks per year. After five years of employment, and he will accrue four (4) weeks per year. [Signature Page Follows] Docusign Envelope ID: 92C2D319-B582-4F71-8AC4-64112D3F2AFC


 
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its officer thereunto duly authorized, and Employee has signed this Agreement, effective as of the date first above written. Sadot Group Inc By: Name: Title: EMPLOYEE Paul Sansom Address: Docusign Envelope ID: 92C2D319-B582-4F71-8AC4-64112D3F2AFC chagay ravid ceo Fairbanks Riverview Road Pangbourne UK


 
EX-10.2 3 jbseparationagreementfin.htm EX-10.2 jbseparationagreementfin
Page 1 of 4 SEPARATION AGREEMENT This Separation Agreement (this "Agreement") is made and entered into on July 28, 2025, by and between SADOT GROUP INC., a Nevada corporation (the "Company"), and JENNIFER BLACK (the "Executive"). RECITALS WHEREAS, Executive has been employed by the Company as Chief Financial Officer under an Executive Employment Agreement dated February 10, 2025 (the "Employment Agreement"); and WHEREAS, the Company and Executive have mutually agreed that Executive's employment shall terminate effective as of the Effective Date; and WHEREAS, in consideration for Executive's agreement to provide consulting services, execute a comprehensive release, and comply with continuing obligations, Company agrees to provide certain separation benefits; NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the Parties agree: 1. EFFECTIVE DATE AND MUTUAL TERMINATION 1.1 Effective Date. The Parties agree that this Agreement shall take effect from August 1, 2025 (the "Effective Date"). 1.2 Mutual Termination. Executive's employment terminates on the Effective Date by mutual agreement of the Parties. Executive acknowledges this termination does not constitute an Involuntary Termination under the Employment Agreement. Upon termination, Executive will receive payment for all accrued but unused holiday pay, personal days, and reimbursement for all outstanding business expenses in accordance with company policy and applicable law. Such payments shall be made with Executive's final payroll. 1.3 Separation Benefits. In consideration for Executive's execution of this Agreement and the valuable consideration provided hereunder, Company voluntarily agrees to provide the separation benefits set forth in Schedule A attached hereto and incorporated herein by reference. Company voluntarily agrees to provide the separation benefits set forth in Schedule A attached hereto and incorporated herein by reference. 2. CONSULTING ARRANGEMENT 2.1 Consulting Services. In partial consideration for the separation benefits provided above, Executive agrees to provide transition and consulting services for sixty (60) days for nominal consideration of $1.00, including knowledge transfer regarding audits, SEC/NASDAQ matters, accounting procedures, and such other matters as reasonably requested. 2.2 Separate Consulting Agreement. The consulting services described in Section 2.1 shall be governed by a separate consulting agreement to be executed by the Parties within ten (10) days of the Effective Date, which shall set forth the specific scope of services, deliverables, reporting requirements, and other terms applicable to the consulting relationship. 2.3 As additional consideration for Executive's comprehensive obligations hereunder, all unvested Restricted Stock Awards shall become fully vested as of the Effective Date. All unvested stock options shall be forfeited as of the Effective Date. . 2.4 Independent Contractor. Executive shall serve as independent contractor during consulting period, responsible for own taxes and not entitled to employee benefits. This independent contractor status applies solely to the consulting services and does not affect Executive's entitlement to COBRA continuation coverage as specified in Schedule A. Docusign Envelope ID: F551D17B-1D4E-4C8B-B26C-10C3CB83B3DD


 
Page 2 of 4 3. COMPREHENSIVE RELEASE 3.1 General Release. Provided Company fully complies with all of its obligations hereunder. Executive, for herself and her heirs, successors and assigns, hereby releases and forever discharges Company, its affiliates, subsidiaries, predecessors, successors, assigns, officers, directors, employees, agents, representatives, shareholders, and any entities controlled by or under common control with Company (collectively "Released Parties") from any and all claims, demands, actions, causes of action, suits, damages, liabilities, costs, expenses, and compensation of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, contingent or liquidated, which Executive ever had, now has, or may have against Released Parties arising out of or relating to: (a) Executive's employment with Company or termination thereof; (b) any alleged violation of employment laws, discrimination laws, wage and hour laws, or any other federal, state or local laws; (c) any alleged breach of contract, wrongful termination, or tortious conduct; (d) any claims for attorneys' fees or costs; and (e) any other claims arising up to and including the Effective Date. Executive acknowledges that the separation benefits provided hereunder constitute valuable consideration in exchange for this comprehensive release. 3.2 Excluded Claims. This release excludes: (a) claims for benefits under this Agreement; (b) rights to indemnification; (c) claims that cannot be released by law; (d) rights to workers' compensation or unemployment benefits; and (e) claims arising after the Effective Date, and (f) claims arising from the promises made by Company hereunder. 4. EXECUTIVE COVENANTS 4.1 Continuing Obligations. Executive's obligations under the Confidentiality Agreement) and non-competition agreement (where one was executed) continue in full force. 4.2 Non-Disparagement. Executive agrees not to make any disparaging statements about Company, its business, products, services, management, or personnel to any third parties, including but not limited to competitors, customers, suppliers, investors, media, or former or current employees. 4.3 Cooperation. Executive agrees to reasonably cooperate with Company in any litigation, regulatory proceeding, or internal investigation involving matters within Executive's knowledge during employment. 4.4 Return of Property. Executive represents that she has returned all Company property, documents, records, equipment, and confidential information , except for such equipment and materials as may be specifically designated for use during the consulting period, which shall be returned upon completion of consulting services. 5. MISCELLANEOUS 5.1 Governing Law; Arbitration. This Agreement shall be governed by Texas law without regard to conflicts principles. Any disputes shall be resolved by binding arbitration in Fort Worth, Texas under American Arbitration Association rules, with Company bearing arbitration costs unless Executive's claims are found frivolous. 5.2 Superseding Effect. This Agreement supersedes and replaces the Employment Agreement and all other agreements between the Parties except confidentiality and non-competition agreements which remain in effect. 5.3 Consideration Period. Executive acknowledges having twenty-one (21) days to consider this Agreement and seven (7) days after execution to revoke it. 5.4 Severability. Invalid provisions shall not affect validity of remainder. This Agreement may only be amended in writing signed by both Parties. 5.5 Section 409A Compliance. Payments hereunder are intended to comply with Section 409A of the Internal Revenue Code or qualify for exemption therefrom. Docusign Envelope ID: F551D17B-1D4E-4C8B-B26C-10C3CB83B3DD


 
Page 3 of 4 5.6 Company agrees to fully indemnify, defend, and hold Executive harmless from any and all claims, demands, causes of action, damages and rights of recovery of any type or description which may be asserted against Executive arising out of Executive’s actions while employed by Company. 5.7 Company agrees to provide insurance protection to Executive for D&O and E&O coverage for the five-year period following the execution by Executive of this Agreement. 5.8 Should the Company default or fail to comply with any of its obligations hereunder, the company shall, upon demand by Executive, cure the default or violation of its obligations hereunder within 30 days after demand is made by Executive, and if Company shall not cure the default or obligations hereunder, then all future amounts owed to Executive hereunder shall be immediately due and payable. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. SADOT GROUP INC. By: Haggai Ravid Title: Chief Executive Officer Date: EXECUTIVE Jennifer Black Date: Docusign Envelope ID: F551D17B-1D4E-4C8B-B26C-10C3CB83B3DD 7/28/2025 7/28/2025


 
Page 4 of 4 SCHEDULE A - SEPARATION BENEFITS Item Description 1 Severance of $350,000 shall begin the date the agreement is signed by the Executive and shall be payable over the succeeding 12 months period, paid bi-weekly through payroll 2 COBRA benefits equivalent to the same plan the Executive currently has will be paid directly to the insurance company by the employer through payroll. 3 Past due bonus of $207,159.11 shall be paid over a five-year period beginning 12 months following the Executive’s execution of this agreement unless the Company is sold, involved in a reverse merger or sale of the assets / capital raise equal to more than $7,000,000; in which case, all remaining amounts due under this agreement shall be payable in full. 4 Full vesting of all unvested restricted stock awards on the date the agreement is signed by the Executive Docusign Envelope ID: F551D17B-1D4E-4C8B-B26C-10C3CB83B3DD