Muscle Maker, Inc. Announces $10 Million Private Placement Priced At-The-Market
April 07 2021 - 8:30AM
Muscle Maker, Inc. (Nasdaq: GRIL) (“Muscle Maker” or the “Company”)
today announced it has entered into a definitive agreement for a
private placement with a single U.S. institutional investor of (i)
1,250,000 shares of common stock together with warrants (the
“Common Warrants”) to purchase up to 1,250,000 shares of common
stock and (ii) 2,865,227 pre-funded warrants (the “Pre-Funded
Warrants”), with each Pre-Funded Warrant exercisable for one share
of common stock, together with Common Warrants to purchase up to
2,865,227 shares of common stock. Each share of common stock and
accompanying Common Warrant are being sold together at a combined
offering price of $2.43, and each Pre-funded Warrant and
accompanying Common Warrant are being sold together at a combined
offering price of $2.42. The Pre-Funded Warrants are immediately
exercisable, at a nominal exercise price of $0.01, and may be
exercised at any time until all of the Pre-Funded Warrants are
exercised in full. The Common Warrants will have an exercise price
of $2.43 per share, are immediately exercisable and will expire
five and one-half (5.5) years from the date of issuance
(collectively, the “Private Placement”).
The Private Placement is expected to close on or
about April 9, 2021, subject to the satisfaction of customary
closing conditions and the receipt of regulatory approvals,
including the approval of the Nasdaq Capital Market.
A.G.P./Alliance Global Partners acted as the
sole placement agent for the Private Placement.
“We are very pleased that we are able to take
the first steps in moving forward with the Private Placement.” said
Michael Roper, CEO of Muscle Maker, “This funding when closed will
allow Muscle Maker to continue to execute our non-traditional
location growth strategy as well as provide the ability to identify
and acquire additional concepts that complement our business model
like the recently announced acquisition of Superfit Foods.”
The Private Placement is being made in the
United States pursuant to the exemption from securities
registration afforded by Section 4(a)(2) of the Securities Act of
1933, as amended, and Rule 506 of Regulation D as promulgated by
the United States Securities and Exchange Commission (SEC). The
securities to be sold in the Private Placement have not been
registered under the Securities Act of 1933, as amended, or
applicable state securities laws, and accordingly may not be
offered or sold in the United States absent registration with the
SEC or an applicable exemption from such registration requirements.
The Company has agreed to file a registration statement with the
SEC covering the resale of the shares of common stock issued in the
Private Placement, as well as the shares of common stock issuable
upon exercise of the Warrants and pre-funded warrants issued in the
Private Placement.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy the securities
hereunder nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
About Muscle Maker, Inc.
Founded in 1995 in Colonia, New Jersey, Muscle
Maker Grill features high quality, great tasting food, freshly
prepared with proprietary recipes. The menu, created with the
guest’s health in mind, is lean and protein based. It features
all-natural chicken, grass fed steak, lean turkey, whole wheat
pasta, wraps, bowls and more. It also offers a wide selection of
fruit smoothies in a variety of assorted flavors, protein shakes
and supplements. For more information on Muscle Maker Grill, visit
www.musclemakergrill.com.
Forward-Looking Statements
This press release may include “forward-looking
statements” pursuant to the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. To the extent
that the information presented in this press release discusses
financial projections, information, or expectations about our
business plans, results of operations, products or markets, or
otherwise makes statements about future events, such statements are
forward-looking. Such forward-looking statements can be identified
by the use of words such as “should”, “may,” “intends,”
“anticipates,” “believes,” “estimates,” “projects,” “forecasts,”
“expects,” “plans,” and “proposes.” Although we believe that the
expectations reflected in these forward-looking statements are
based on reasonable assumptions, there are a number of risks and
uncertainties that could cause actual results to differ materially
from such forward-looking statements. You are urged to carefully
review and consider any cautionary statements and other
disclosures, including the statements made under the heading “Risk
Factors” and elsewhere in documents that we file from time to time
with the SEC. Forward-looking statements speak only as of the date
of the document in which they are contained, and Muscle Maker, Inc
does not undertake any duty to update any forward-looking
statements except as may be required by law.
Contact:
Muscle Maker Grill
Marketingmarketing@musclemakergrill.com
Investor
RelationsIR@musclemakergrill.com
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