Amended Current Report Filing (8-k/a)
July 28 2021 - 4:13PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
(Amendment
No. 1)
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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EXPLANATORY
NOTE
Muscle
Maker Inc. (“we”, “us”, “Muscle Maker” or the “Company”), a Nevada corporation, is filing
this Amendment No. 1 on Form 8-K/A (this “Amended Filing”) to amend its Current Report on Form 8-K filed with the Securities
and Exchange Commission (“SEC”) originally filed on May 18, 2021 (the “Original Filing”), to file the audited
financial statements for the fiscal years ended December 31, 2020 and 2019 (the “Audited Financial Statements”) and the
unaudited financial statements for the three months ended March
31, 2021 and 2020 (the “Unaudited Financial Statements”) of PKM Stamford, LLC, Poke Co.,
LLC, LB Holdings LLC, TNB Holdings, LLC, Poke Co Holdings LLC, GLL Enterprises, LLC, and TNB Holdings II, LLC (collectively, the Poke
Entities”), which were acquired by the Company on May 14, 2021, and to file related updated pro forma
financial information of the Poke Entities.
As
discussed more fully in our Original Filing, on May 18, 2021, the Company completed the acquisitions of the PKM
Stamford, LLC, Poke Co., LLC, LB Holdings LLC, and TNB Holdings, LLC, each a Connecticut limited liability company (collectively, the
“Poke Entities I”) and Poke Co Holdings LLC, GLL Enterprises, LLC, and TNB Holdings
II, LLC, each a Connecticut limited liability company (collectively, the “Poke Entries II”) contemplated by the
two Membership Interest Purchase Agreements as more fully described in the Original Filing.
The
Audited Financial Statements, the Unaudited Financial Statements and the updated pro forma financial information relating to the acquisition
of the Poke Entities, included in this Amended Filing serve as Amendment No. 1 to the Original Filing. Except for the Audited Financial
Statements, the Unaudited Financial Statements and updated pro forma financial information included in this report, this Amended Filing
does not amend or restate the Original Filing, nor does it modify or update those disclosures affected by subsequent events or discoveries.
Item 2.01 Completion of Acquisition or Disposition of Assets
As
previously reported by the Company in the Original Filing, the Company completed the acquisition of the Poke Entities. The Company hereby
amends the Original Filing report to provide the financial statements and pro forma financial information required by Item 9.01(a) and
(b) of Form 8-K in connection with the acquisition of the Poke Entities.
Item
9.01 Financial Statements and Exhibits
(a)
Financial Statement of Business Acquired
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Audited financial
statements of the Poke Entities for the years ended December 31, 2020 and 2019 (filed
as Exhibit 99.1 to this Amended Filing and incorporated herein by reference)
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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 (filed
as Exhibit 99.2 to this Amended Filing and incorporated herein by reference)
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(b)
Pro Forma Financial Information
Unaudited
Pro Forma Condensed Consolidated Financial Statements (filed as Exhibit 99.1 to
this Amended Filing and incorporated herein by reference)
(c)
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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July 28, 2021
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League City, Texas
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