Current Report Filing (8-k)
June 12 2023 - 10:15AM
Edgar (US Regulatory)
0001701756
false
0001701756
2023-06-12
2023-06-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 12, 2023
Commission
File Number 001-39223
MUSCLE
MAKER, INC.
(Exact
name of small business issuer as specified in its charter)
Nevada |
|
47-2555533 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
1751
River Run, Suite 200, Fort Worth, Texas 76107
(Address
of principal executive offices)
(832)
604-9568
(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):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 ☒
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 |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
Common
Stock, $0.0001 par value |
|
GRIL |
|
The
Nasdaq Stock Market |
Item 2.02 |
Results of Operations and Financial Condition. |
On
June 12, 2023, Muscle Maker, Inc. (the “Company”) issued a press release announcing certain unaudited preliminary financial
results with respect to the operations of Sadot LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company.
A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
As
provided in General Instruction B.2 of Form 8-K, the information in this Item 2.02 of this Current Report on Form 8-K (including Exhibit
99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration
statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
October 19, 2022, the Company formed Sadot LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Sadot”).
On November 14, 2021 (the “Effective Date”), the Company, Sadot and Aggia LLC FC, a company formed under the laws of the
United Arab Emirates (“Aggia”) entered into a Services Agreement whereby Sadot engaged Aggia to provide certain advisory
services to Sadot for creating, acquiring and managing Sadot’s business of delivering food farm to table, wholesaling food and
engaging in the purchase and sale of physical food commodities. The closing date of the Services Agreement was November 16, 2022. The
parties entered into an Addendum 1 to the Services Agreement on November 17, 2022.
Subject
to certain net income thresholds, Aggia has the right to nominate up to eight directors (the “Designated Directors”) to the
Board of Directors (the “Board”) of the Company, seven of which will meet the independence requirements of the NASDAQ Capital
Market and the Company will take such actions as reasonably required to name the directors which Aggia has the right to nominate to the
Board. To date, the following directors have been nominated by Aggia and subsequently appointed to the Board:
|
● |
On
December 27, 2022, Aggia nominated Benjamin Petel as the initial Designated Director and the Board voted to appoint Mr. Petel as
a director of the Company. |
|
|
|
|
● |
On
December 31, 2022, Aggia nominated Hannah Oh and Ray Shankar as directors
to the Board after Sadot has generated $3.3 million in net income and the Board voted to appoint Ms. Oh and Mr. Shankar as directors
of the Company. |
|
|
|
|
● |
On
April 10, 2023, Aggia nominated Marvin Yeo and Paul Sansom as directors
to the Board after Sadot has generated $6.6 million in net income and the Board voted to appoint Mr. Yeo and Mr. Sansom as directors
of the Company. |
|
|
|
|
● |
On
June 9, 2023, Aggia nominated Mark McKinney as a director to the Board after Sadot has generated $9.9 million in net income and the
Board voted to appoint Mr. McKinney as a director of the Company. |
On
June 9, 2023, Aggia nominated David Errington as a director to the Board to fill the final vacancy created when the Board previously
voted to increase the size of the Board from twelve to fifteen. The Board appointed Mr. Errington as a director of the Company to fill
one vacancy. Since January 1, 2021, the Company and Mr. Errington have not entered into any transaction nor is there any currently proposed
transaction, in which the Company was or is to be a participant involving an amount exceeding $120,000, and in which Mr. Errington had
or will have a direct or indirect material interest.
Mr.
Errington, age 44, brings more than 20 years of experience in Sustainability and Environmental Sector with 13 years regional expertise
in the Gulf Cooperation Council, including KSA, Bahrain, Qatar, Kuwait, UAE and Oman. Since January 2020, Mr. Errington has served as
the Head of Engineering / Senior Technical Resource Manager for the Saudi Investment Recycling Company. From January 2014 through December
2019, Mr. Errington was employed by Ecolog International FZE, a leading provider of supply chain, construction, technology, facility
management and environmental services, providing turnkey and customized solutions to governments and defence, humanitarian organizations
and commercial clients in the sectors of oil & gas, mining, energy and infrastructure projects. Mr. Ellington received a BSc (Hons)
Chemistry from the University of Durham – Grey College in June 2020.
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.
|
MUSCLE
MAKER, INC. |
|
|
|
|
By: |
/s/
Michael Roper |
|
Name: |
Michael
Roper |
|
Title: |
Chief
Executive Officer |
Date: June 12, 2023
Muscle Maker (NASDAQ:GRIL)
Historical Stock Chart
From Apr 2024 to May 2024
Muscle Maker (NASDAQ:GRIL)
Historical Stock Chart
From May 2023 to May 2024