Current Report Filing (8-k)
May 18 2021 - 8:31AM
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 14, 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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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. [ ]
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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Item
1.01
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Entry
Into A Material Definitive Agreement
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Item
2.01
Item
2.03
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Completion
of Acquisition or Disposition of Assets
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Item
3.02
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Unregistered
Sales of Equity Securities
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On
May 14, 2021, Muscle Maker, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement with the members (the
(“Poke Sellers”) of PKM Stamford, LLC, Poke Co., LLC, LB Holdings LLC, and TNB Holdings, LLC, each a Connecticut limited
liability company (collectively, the “Poke Entities”) pursuant to which the Company acquired all of the issued and outstanding
membership interest of the Poke Entities in consideration of $4,000,000 in cash and $730,000 payable in the form of a promissory
note (the “Poke Note”). The closing occurred
on May 14, 2021. Within 90 days of the closing, the purchase price will be adjusted to reflect credit card payments and third-party delivery
vendors of the Poke Entities prior to the closing and the aggregate amount of expenses and liabilities incurred by the Poke Entities
after the Closing but accrued or attributable to the period prior to the closing. If the Adjustment Amount is a positive amount, the
Company shall remit the adjustment amount to the Sellers. If the adjustment amount is a negative amount, the Sellers shall remit the
adjustment amount to the Company. The Poke Note provides for the payment of principal and interest to be paid in 60 monthly installments
consisting of 59 installments of $5,308.73 commencing June 1, 2021 and one installment of $535,855.79 due and payable in May 1, 2026.
In
a related transaction, on May 14, 2021, the Company and the Poke Sellers entered into a Membership Interest Exchange Agreement pursuant
to which the Company acquired Poke Co Holdings LLC, GLL Enterprises, LLC, and TNB Holdings II, LLC, each a Connecticut limited liability
company (collectively, the Poke Entities II”) in exchange for shares of common stock of the Company valued at $1,250,000. The closing
occurred on May 14, 2021.
On
May 14, 2021, between Saladco Holdings, LLC and Poke Co Holdings, LLC, a wholly owned subsidiary of the Compay (“Poke Co”),
entered into an Intellectual Property License Agreement providing Poke Co with a license to use certain intellectual property in connection
with the preparation of Saladcraft®branded fruit and vegetable salads and related items for a term of one year in consideration
of a fee of 10% of the restaurant’s net sales of Saladcraft® Products with respect to Pokémoto Restaurants
owned and operated by Poke Co or its affiliates and 50% of the license revenue collected by Poke Co from such franchisees that
is directly attributable to the sale of Saladcraft® Products in or from franchisees’ Pokémoto Restaurants.
As
a result of the above transactions, the Company has acquired PokeMoto (www.pokemoto.com), a
thirteen location concept known for its healthier modern culinary twist on a traditional Hawaiian poke classic.
The
Company claims an exemption from the registration requirements of the Securities Act of 1933 (the “Securities Act”) for the
private placement of these securities pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under
the Securities Act.
The
foregoing information is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified
in its entirety by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form
8-K. Readers should review those agreements for a complete understanding of the terms and conditions associated with this transaction.
Item
9.01 Financial Statements and Exhibits
(a)
Financial Statement of Business Acquired
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Audited
financial statements of the Poke Entities and the Poke Entities II for the years ended December 31, 2020 and 2021 (to be filed by amendment)
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Unaudited
financial statements of Poke Entities and the Poke Entities II for the three months ended March 31, 2021 and 2020 (to be filed by amendment)
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(b)
Pro Forma Financial Information
Unaudited
Pro Forma Condensed Consolidated Financial Statements (to be filed by amendment)
(c)
Exhibits
Exhibit
No.
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Description
of Exhibit
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4.1
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Promissory Note in the principal amount of $730,000 dated May 14, 2021
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10.1*
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Membership Interest Purchase Agreement dated May 14, 2021 between Muscle Maker, Inc. and Thienson Nguyen, Dennis Bok, William Bok, Lisa Bok and Gladys Longwa for the purchase of PKM Stamford, LLC, Poke Co., LLC, LB Holdings LLC, and TNB Holdings, LLC
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10.2*
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Membership Interest Exchange Agreement dated May 14, 2021 between Muscle Maker, Inc. and Thienson Nguyen, Dennis Bok, William Bok, Lisa Bok and Gladys Longwa for the purchase of Poke Co Holdings LLC, GLL Enterprises, LLC, and TNB Holdings II, LLC
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10.3
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Intellectual Property License Agreement by and between Saladco Holdings, LLC and Poke Co Holdings, LLC dated May 14, 2021
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99.1
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Press Release dated May 18, 2021
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*
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Schedules
and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally
copies of any of the omitted schedules upon request by the SEC.
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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
18, 2021
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League
City, Texas
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