Current Report Filing (8-k)
January 14 2021 - 09:43AM
Edgar (US Regulatory)
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2021-01-14 2021-01-14 0001741231
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January
14, 2021
TATTOOED CHEF, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-38615 |
|
82-5457906 |
(State or other
jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File Number) |
|
Identification
No.) |
6305 Alondra Boulevard
Paramount,
California
90723
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area
code: (562)
602-0822
Not Applicable
(Former name or former address, if
changed since last report)
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:
☐ |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of
each class |
|
Trading
Symbol(s) |
|
Name of
each exchange on which registered |
Warrants, each exercisable for one share of common
stock |
|
TTCFW |
|
The Nasdaq Stock Market LLC |
Common stock, par value $0.0001 per share |
|
TTCF |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company 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.
Item 8.01. Other Events.
On January 14, 2021, Tattooed Chef, Inc., a Delaware corporation
(the “Company”),
issued a press release announcing the redemption of all of its
outstanding warrants to purchase shares of the Company’s common
stock that were issued under the Warrant Agreement, dated as of
August 2, 2018, by and between the Company (f/k/a Forum Merger II
Corporation) and Continental Stock Transfer & Trust Company, as
warrant agent and transfer agent, as part of the units sold in the
Company’s initial public offering. The redemption date was set for
February 16, 2021.
A copy of the Notice of Redemption delivered by the Company is
filed as Exhibit 99.2 hereto and is incorporated herein by
reference. None of this Current Report on Form 8-K, the press
release attached hereto as Exhibit 99.1 nor the Notice of
Redemption attached hereto as Exhibit 99.2 constitutes an offer to
sell or the solicitation of an offer to buy any Company securities,
and shall not constitute an offer, solicitation or sale in any
jurisdiction in which such offering, solicitation or sale would be
unlawful.
The information in this Item 8.01 and Exhibits 99.1 and 99.2
attached hereto shall not be deemed “filed” for purposes of the
Exchange Act, or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
TATTOOED CHEF,
INC. |
|
|
|
|
By: |
/s/ Charles F.
Cargile |
|
Name: |
Charles
F. Cargile |
|
Title: |
Chief
Financial Officer |
Date: January 14, 2021
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