Current Report Filing (8-k)
September 11 2020 - 8:35AM
Edgar (US Regulatory)
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): September 10, 2020
Commission
File Number 001-39223
MUSCLE
MAKER, INC.
(Exact
name of small business issuer as specified in its charter)
Nevada
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47-2555533
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(State
or other jurisdiction
of
incorporation or organization)
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(I.R.S.
Employer
Identification
No.)
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308
East Renfro Street, Suite 101, Burleson, Texas 76028
(Address
of principal executive offices)
682-708-8250
(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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.0001 par value
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GRIL
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The
Nasdaq Capital Market
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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 [X]
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
1.01. Entry Into a Material Definitive Agreement.
On
September 10, 2020, Muscle Maker, Inc. (the “Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with Alexander Capital, L.P., as representative (the “Representative”) of
the underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”), related to the
Company’s public offering of 3,294,118 shares (the “Underwritten Shares”) of the Company’s common
stock, par value $0.0001 per share, at a public offering price of $1.70 per share. Under the terms of the Underwriting
Agreement, the Company has granted the Underwriters an option, exercisable for 45 days, to purchase up to an additional 494,117 shares
(the “Option Shares” and together with the Underwritten Shares, the “Shares”) of common stock to
cover over-allotments, if any, at the public offering price per Underwritten Share, less offering expenses.
The
offer and sale of the Shares by the Company is being made pursuant to the Company’s registration statement
on Form S-1 (File No. 333-245047) (as amended, the “Registration Statement”) filed with the Securities and
Exchange Commission (the “SEC”) and the final prospectus filed with the SEC pursuant to Rule 424(b)(3) of the Securities
Act of 1933, as amended (the “Securities Act”). The Registration Statement was declared effective by the SEC on September
10, 2020. The closing of the offering is expected to take place on September 15, 2020 for the Underwritten Shares. Aggregate gross
proceeds from the Underwriter Shares closing will be approximately $5.60 million before deducting offering underwriting discounts
and commissions and other estimated offering expenses. The Company intends to use the net proceeds from the offering for implementation
of the Company’s business plan including, but not limited to (i) growth initiatives through opening new corporate
ghost kitchens and other non-traditional locations, menu development and technology improvements (ii) funding possible acquisition
opportunities and (iii) funding marketing programs to launch the concepts and platforms into new geographical locations and
for general corporate purposes including working capital requirements and increased headcount.
The
Underwriting Agreement contains customary representations, warranties and covenants by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations
of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement
were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement,
and may be subject to limitations agreed upon by the contracting parties.
The
Company’s officers and directors have agreed, subject to certain exceptions, not to offer, issue, sell, contract to sell,
encumber, grant any option for the sale of or otherwise dispose of any shares of the Company’s common stock or other
securities convertible into or exercisable or exchangeable for shares of the Company’s common stock for a period
of 180 days after the effective date of the registration statement for this offering without the prior written consent of the
Representative.
The
Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the description of the material terms of
the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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.
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MUSCLE
MAKER, INC.
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By:
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/s/
Michael Roper
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Name:
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Michael
Roper
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Title:
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Chief
Executive Officer
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Date:
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September
11, 2020
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Burleson,
Texas
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