GRIL Muscle Maker Inc

 

 

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): July 21, 2023

 

Commission File Number 001-39223

 

Sadot Group Inc.

(Exact name of small business issuer as specified in its charter)

 

Muscle Maker Inc.

(Former Name, if changed since last report)

 

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.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Item 7.01 Regulation FD Disclosure.

 

Effective July 27, 2023, Muscle Maker Inc. (the “Company”) will change its name to Sadot Group Inc. The name change will be made in accordance with Section 92A.180 of the Nevada Revised Statutes by merging a wholly-owned subsidiary of the Company with and into the Company, with the Company being the surviving corporation in the merger. The Company effectuated the merger by filing Articles of Merger with the Secretary of State of the State of Nevada. In connection with the merger, the Company will amend Article I of its Articles of Incorporation to change the Company’s corporate name to Sadot Group Inc. With the exception of the name change, there will be no other changes to the Company’s Articles of Incorporation. A copy of the Articles of Merger as filed with the Secretary of State of the State of Nevada is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

 

Additionally, as of the opening of trading on July 27, 2023, the ticker symbol of the Company’s common stock on The Nasdaq Capital Market will be “SDOT” and the CUSIP number of the Company’s common stock (627333107) will remain unchanged. The Company’s name and ticker symbol change do not affect the rights of the Company’s security holders, creditors, customers or suppliers. Following the name change, any stock certificates that reflect the Company’s prior name, if any, will continue to be valid.

 

On July 26, 2023, the Company issued a press release announcing the name and symbol change and certain unaudited preliminary revenue results for the month of June 2023 for 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.

 

The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Item 7.01 is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

 

Exhibit Number		Description
3.1		Articles of Merger, dated July 21, 2023
99.1		Press Release dated July 26, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

		Sadot Group Inc.
		By:	/s/ Michael Roper
		Name:	Michael Roper
		Title:	Chief Executive Officer
Date: July 26, 2023

 

 

 

Exhibit 3.1

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 99.1

 

 

Muscle Maker Inc. (Nasdaq: GRIL) Announces Name Change and Rebranding to Sadot Group Inc. (Nasdaq: SDOT)

 

Fort Worth, Texas, July 26, 2023 (ACCESSWIRE) – Muscle Maker Inc. (Nasdaq: GRIL) (“MMI” or the “Company”), today announced its corporate rebranding from MMI to Sadot Group Inc. effective July 27, 2023. The Company’s stock ticker symbol will change from “GRIL” to “SDOT” on the Nasdaq stock exchange, and trading under the new stock ticker symbol will commence on July 27. Holders of common stock are not required to exchange current outstanding stock certificates for new stock certificates.

 

The parent company name change was initiated by the Company’s strategic pivot into the global agri-food supply chain industry. Since the pivot in November 2022, the company has delivered consistent results. As of June 30, 2023, Sadot LLC, a wholly-owned subsidiary, crossed the $500 million total revenue milestone since its inception. The Company has now exceeded $45 million in monthly revenue for eight consecutive months. In addition to high revenues month after month, the Company recently announced the expansion into new trade routes throughout North, Central and South America along with the purchase and initiation of farming operations in Zambia, keeping the Company on its trajectory to reach its goals of becoming a significant global presence in the sector.

 

“We are pleased to announce our new identity as Sadot Group Inc.,” shared Michael Roper, CEO of the Company. “Over the last eight months we have experienced transformational operational and financial growth, and the name change to Sadot Group Inc. aligns with our evolved identity, symbolizing the clear direction of our corporate strategic vision. The transformation is a testament to our unwavering commitment to growth and innovation in the agri-food supply chain. Our focus on growth, innovation, and results remains steadfast. We are determined to build on our achievements and continue making strides in the agri-food industry. We thank our shareholders, partners, and employees for their continued support and look forward to capitalizing on future opportunities.”

 

The Sadot Group operates within three key verticals of the global food supply chain including 1) global agri-commodity origination and trading operations, 2) farm operations in Southern Africa producing grains and tree crops, and 3) food service operations with more than 50 restaurants across the U.S.

 

The preliminary, unaudited financial results included in this press release are based on information available as of June 30, 2023, and management’s initial review of operations and financial results as of such date. They remain subject to change based on the completion of the Company’s customary quarterly financial closing and review procedures and are forward-looking statements. The Company assumes no obligation to update these statements, except as may be required by law. The actual results may be materially different and are affected by the risk factors and uncertainties identified in this press release and in the Company’s annual and quarterly filings with the Securities and Exchange Commission. Further, the Company’s independent auditor has not reviewed or performed any procedures on the preliminary, unaudited financial results.

 

 

About Sadot Group, Inc.

 

Sadot Group Inc., formerly known as Muscle Maker Inc., has rapidly established itself as an emerging player in the global food supply chain. The Sadot Group provides innovative and sustainable supply chain solutions that address the world’s growing food security challenges.

 

The Sadot Group connects producers and consumers across the globe, sourcing agri-commodity products from producing geographies such as the Americas, Africa and the Black Sea and delivering to markets in Southeast Asia, China and the Middle East/North Africa region.

 

The Sadot Group currently operates within three key verticals of the global food supply chain including 1) global agri-commodity sourcing and trading operations for food/feed products such as soybean meal, wheat and corn, 2) farm operations producing grains and tree crops in Southern Africa, and 3) food service operations with more than 50 restaurants across the U.S.

 

The Sadot Group is headquartered in Ft. Worth, Texas with subsidiary operations in Miami, Dubai, Singapore, Kyiv and Zambia. The Company continues to grow in size, diversity of operations, as well as in human and financial capital, but the principles that guided the Company remain the same – sourcing and providing healthier foods.

 

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 Sadot Group, Inc., does not undertake any duty to update any forward-looking statements except as may be required by law.

 

Investor Relations:

 

Frank Pogubila

SVP

Integrous Communications

T: 951.946.5288

E: IR@sadotco.com

 

 

v3.23.2

Cover	Jul. 21, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 21, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-39223
Entity Registrant Name	Sadot Group Inc.
Entity Central Index Key	0001701756
Entity Tax Identification Number	47-2555533
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1751 River Run
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Fort Worth
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76107
City Area Code	(832)
Local Phone Number	604-9568
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	GRIL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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