Current Report Filing (8-k)
May 11 2021 - 6:01AM
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): May 5, 2021
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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2600
South Shore Blvd., Suite 300, League City, Texas 77573
(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 Stock 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
4.01
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Change
in Registrants Certifying Accountant
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Previous
independent registered public accounting firm
On
May 5, 2021 (the “Dismissal Date”), Muscle Maker, Inc. (the “Company”) advised Marcum LLP (the “Former
Auditor”) that it was dismissed as the Company’s independent registered public accounting firm. The decision to dismiss
the Former Auditor as the Company’s independent registered public accounting firm was approved by the Company’s Board
of Directors on May 5, 2021.
During
the years ended December 31, 2019 and 2020 and through the Dismissal Date, the Company has not had any disagreements with the
Former Auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure,
which disagreements, if not resolved to the Former Auditor’s satisfaction, would have caused them to make reference thereto
in their reports on the Company’s financial statements for such years.
Except
as set forth below, during the years ended December 31, 2019 and 2020 and through the Dismissal Date, the reports of the Former
Auditor on the Company’s financial statements for the years ended December 31, 2019 and 2020 did not contain any adverse
opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting
principle. The reports of the Company’s financial statements for each of the years ended December 31, 2019 and 2020 contained
an explanatory paragraph, which noted that there was substantial doubt about the Company’s ability to continue as a going
concern.
The
Company has requested that our Former Auditor furnish us with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements. A copy of this letter is attached hereto to this amendment to the Form 8-K as Exhibit
16.1.
New
independent registered public accounting firm
On
May 5, 2021 (the “Engagement Date”), the Company engaged Benjamin & Ko (“New Auditor”) as its independent
registered public accounting firm for the Company’s fiscal year ended December 31, 2021. The decision to engage the New
Auditor as the Company’s independent registered public accounting firm was approved by the Company’s Board of Directors.
During
the two most recent fiscal years and through the Engagement Date, the Company has not consulted with the New Auditor regarding
either:
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1.
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application
of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might
be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral
advice was provided that the New Auditor concluded was an important factor considered by the Company in reaching a decision
as to the accounting, auditing or financial reporting issue; or
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2.
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any
matter that was either the subject of a disagreement (as defined in Regulation S-K, Item 304(a)(1)(iv) and the related instructions)
or reportable event (as defined in Regulation S-K, Item 304(a)(1)(v)).
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Item
9.01 Financial Statements and 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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May
10, 2021
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League
City, Texas
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