Form 8-K - Current report

 

 

 

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

 

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)

 

[phone]

(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 July 24, 2023, Muscle Maker, Inc. (the “Company”) issued a press release announcing 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.

 

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 9.01 Financial Statements and Exhibits.

 

Exhibit Number		Description
99.1		Press Release dated July 24, 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.

 

		MUSCLE MAKER, INC.
		By:	/s/ Michael Roper
		Name:	Michael Roper
		Title:	Chief Executive Officer
Date:	July 24, 2023

 

 

 

Exhibit 99.1

 

 

Muscle Maker Inc. Reports Top Line Revenue Over $45.7 Million for June 2023

 

Sadot Crosses $500 Million Total Revenue Milestone

 

Fort Worth, Texas, July 24, 2023 (ACCESSWIRE) — Muscle Maker Inc. (MMI), the “Company” (Nasdaq: GRIL), today announced that Sadot LLC, a wholly-owned subsidiary, crossed the $500 million total revenue since inception milestone by achieving top line revenue of over $45.7 million for the month of June 2023. The announcement marks the eighth consecutive month in which top line revenue has exceeded $45 million and shows continued success of Sadot LLC with total revenue since inception in November 2022 of over $515 million.

 

“I am thrilled to announce another remarkable milestone. Achieving top line revenue of over $45.7 million for the month of June 2023 showcases our consistent growth and continued success of Sadot LLC,” stated Michael Roper, CEO of MMI. “And now Sadot has crossed the $500 million revenue since inception milestone. With our recently announced amendment to the service agreement with AGGIA, which reduces the quarterly non-cash stock-based compensation expense by 50%, our monthly revenues are expected to have a more favorable impact on our financial reporting with the intended result of improving the bottom-line results for our company.”

 

As reflected in the Company’s recent announcements, these results highlight Sadot’s continued efforts to deepen its presence in the global agri-food supply chain. Recently, the Company 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 track to reach its goals of becoming a significant global presence in the sector.

 

Roper continued, “With the addition of Sadot, MMI has made a significant strategic pivot. In a short period of time, Sadot has produced significant revenues while generating noteworthy net income. The Company has expanded into multiple verticals in the global food supply chain including farming and warehousing, origination and trading, and food services. Recently, we were added to the Russell Microcap® Index which recognizes the Company’s new strategic direction and recent performance. I look forward to sharing future announcements as our journey to become a global agri-food supply chain company and a significant participant in the effort to provide food security to global communities evolves.”

 

 

 

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 Muscle Maker, Inc.

 

MMI is an emerging player in the global food supply chain sector. MMI and its agri-foods subsidiary, Sadot LLC, connect producers and consumers across the globe, delivering agri-commodities from producing geographies such as the Americas, Africa, and the Black Sea to consumer markets in Southeast Asia, China, and the Middle East/North Africa (MENA) region.

 

MMI and Sadot currently operate within three verticals of the global food supply chain including 1) farming and warehousing, 2) global agri-commodity sourcing and trading operations for food/feed products such as soybean meal, wheat, and corn and 3) food service operations with more than 50 restaurants across the U.S

 

MMI and Sadot continue 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. The Company is headquartered in Ft. Worth, Texas with offices and operations in the U.S., Dubai, Israel, Singapore, Ukraine, and Zambia. For more information, please visit www.musclemakerinc.com.

 

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 Muscle Maker, 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

W - 951.946.5288

E - [e-mail]

 

 

Cover	Jul. 21, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 21, 2023
Entity File Number	001-39223
Entity Registrant Name	MUSCLE MAKER, 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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