Current Report Filing (8-k)
August 17 2021 - 5:06PM
Edgar (US Regulatory)
0000730349
false
0000730349
2021-08-16
2021-08-16
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xbrli:shares
iso4217:USD
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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
August
16, 2021
Date
of Report
(Date
of earliest event reported)
TOFUTTI
BRANDS INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-09009
|
|
13-3094658
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification No.)
|
50
Jackson Drive Cranford, New Jersey 07016
|
(Address
of principal executive offices and zip code)
|
(908)
272-2400
|
(Registrant’s
telephone number, including area code)
|
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 (see General Instruction 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))
|
Securities
registered pursuant to Section 12(g) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common
Stock, par value $0.01 per share
|
|
TOFB
|
|
None
|
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
2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On
August 17, 2021, the Registrant reported its results of operations for the thirteen and twenty-six weeks ended July 3, 2021. A copy of
the press release issued by the Registrant in this connection is furnished herewith as Exhibit 99.1.
The
information in this Item in this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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 of 1933 or
the Exchange Act, regardless of any general incorporation language in such filing.
ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
At
a meeting of the Board of Directors of the Registrant held on August 16, 2021, Joseph Himy stepped down as a member of the Audit Committee
and Franklyn Snitow was named as a member the Audit Committee effective immediately.
At
a meeting of the Board of Directors of the Registrant held on August 16, 2021, the annual salary of Steven Kass, Chief Executive and
Financial Officer of the Registrant was increased from $125,000 to $200,000.
ITEM
8.01 OTHER EVENTS.
At
a meeting of the Board of Directors of the Registrant held on August 16, 2021, the Board of Directors voted to amend the Registrant’s
2014 Equity Incentive Plan (the “2014 Plan”) to delete the previous limitation on the
amount of awards a participant may be issued in any year. The 2014 Plan was also amended to delete all references to Qualified Performance
Grants to reflect changes in the Internal Revenue Code of 1986, as amended. The First Amendment to the 2014 Plan is filed as Exhibit
4.2 hereto and is incorporated herein by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c)
Exhibits
SIGNATURE
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 thereunto duly authorized.
Date:
August 17, 2021
|
TOFUTTI
BRANDS INC.
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|
(Registrant)
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|
|
|
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By:
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/s/
Steven Kass
|
|
|
Steven
Kass
|
|
|
Chief
Financial Officer
|
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