Current Report Filing (8-k)
January 14 2021 - 9:43AM
Edgar (US Regulatory)
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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
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001-38615
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82-5457906
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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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:
☐
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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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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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Warrants, each exercisable for one share of common stock
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TTCFW
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The Nasdaq Stock Market LLC
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Common stock, par value $0.0001 per share
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TTCF
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The Nasdaq Stock Market LLC
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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.
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TATTOOED CHEF, INC.
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By:
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/s/ Charles F. Cargile
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Name:
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Charles F. Cargile
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Title:
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Chief Financial Officer
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Date: January 14, 2021
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