Sadot Group Inc. entered into an Asset Purchase Agreement on September 30, 2026, to acquire the SalesIQ software platform from SOFTECH RESOURCES LIMITED. The transaction, which closed on the same date, involves the purchase of the SalesIQ platform, including its source code, models, data assets, and intellectual property. The Company intends to integrate the SalesIQ platform with its existing TradeIQ and TradeOS systems.
The purchase price consists of three components: $300,000 in cash paid in twelve monthly installments of $25,000, plus 3,575 shares of newly designated Series D Non-Voting Contingently Convertible Preferred Stock and 3,575 shares of Series E Non-Voting Contingently Convertible Preferred Stock. The aggregate stated value of the Preferred Stock is $7,150,000, with each share having a stated value of $1,000.
The Preferred Stock is non-voting and non-redeemable. It may be converted into Common Stock at a price of $13.00 per share, subject to the satisfaction of specific conditions by September 30, 2029. These conditions include achieving specific annual recurring revenue (ARR) milestones—$250,000 for Series D and $500,000 for Series E—obtaining stockholder approval, receiving confirmation from Nasdaq, and submitting a notification for the listing of additional shares.
The Seller has entered into a Voting Agreement and a three-year standstill, agreeing not to acquire additional securities or seek to change the Company's board of directors. The Preferred Stock is not transferable except to affiliates of the Seller with the Company's consent, and any Conversion Shares are subject to a six-month lock-up and volume limitations.
