Form 8-K - Current report

 

 

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): November 15, 2023

 

TATTOOED CHEF, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-38615		82-5457906
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

6305 Alondra Boulevard

Paramount, California 90723

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: [phone]

 

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

 

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 2.01 Completion of Acquisition or Disposition of Assets.

 

As previously disclosed, on July 2, 2023 (the “Petition Date”), Tattooed Chef, Inc. (the “Company”) and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the Central District of California (the “Bankruptcy Court”). The Debtors’ Chapter 11 proceedings are jointly administered under the caption “In re: Ittella International, LLC, et al.”, Case Number 2:23-bk-14154-SK (the “Chapter 11 Cases”).

 

On September 19, 2023, the Debtors held an auction pursuant to bid procedures approved by the Court (the “Auction”) under Section 363 of the Bankruptcy Code relating to the disposition of substantially all of the Debtors’ assets. A summary of the winning bids at the Auction are included as Exhibit 99.1 hereto.

 

On October 4, 2023, the Court entered into an order approving and authorizing all of the winning bids, except with respect the real property located at 2810 Karsten Ct. SE, Albuquerque, NM 87102 (the “Karsten Real Property”). On November 15, 2023, the Court entered into an order approving and authorizing the winning bid with respect to the Karsten Real Property, thereby completing the disposition of substantially all of the Debtors’ assets. As a result of the foregoing, the Company has no operating assets and has ceased all operations.

 

Cautionary Information Regarding Trading in the Company’s Securities

 

Holders of the Company’s equity securities will likely be entitled to no recovery on their investment following the Cases, and recoveries to other stakeholders cannot be determined at this time. The Company cautions that trading in the Company’s securities given the pendency of the Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual value realized, if any, by holders of the Company’s securities in the Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

 

Cautionary Information Regarding the “Tattooed Chef” Brand

 

As shown on Exhibit 99.1 hereto, Planted Ventures, LLC (“Planted Ventures”) purchased all of the Company’s intellectual property rights through its winning bid at the Auction, including all rights in and to the mark “Tattooed Chef^TM”. Planted Ventures is owned and controlled by Salvatore Galletti, the Company’s former Chairman of the Board and Chief Executive Officer. Pursuant to the rights and assets acquired by it, Planted Ventures is actively selling products under the “Tattooed Chef” brand name to retailers in the United States, as well as advertising and marketing its “Tattooed Chef” products through various channels, including through the website www.tattooedchef.com. The Company is not involved with the operations of Planted Ventures and will not receive any revenues from Planted Ventures’ sale of its “Tattooed Chef” products. The Company cautions against any inference that the continued advertising, marketing, and sale of “Tattooed Chef” products indicates that the Company is associated with any such activities. As noted above, the Company has no operating assets and has ceased all operations. Planted Ventures’ operations are solely for its own benefit and do not in any way benefit, nor are they otherwise associated with, the Company.

 

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Cautionary Note Regarding Forward-Looking Statements

 

This Form 8-K may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. The Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of certain risks and other factors, which could include the following: risks and uncertainties relating to the Company’s Chapter 11 Cases including but not limited to, the Company’s ability to obtain Bankruptcy Court approval with respect to motions in its Chapter 11 Cases,; the effects of the Chapter 11 Cases on the Company and on the interests of various constituents, Bankruptcy Court rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general, the length of time the Company will operate under the Chapter 11 Cases, risks associated with any third-party motions in the Chapter 11 Cases, the potential adverse effects of the Chapter 11 Cases on the Company’s liquidity or results of operations and increased legal and other professional costs necessary to execute the Company’s reorganization; satisfaction of any conditions to which the Company’s debtor-in-possession financing is subject and the risk that these conditions may not be satisfied for various reasons, including for reasons outside of the Company’s control; the consequences of the acceleration of the Company’s debt obligations; the trading price and volatility of the Company’s common stock and the risks related to trading on the OTC Expert Market; as well as other risk factors set forth in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission. These statements are provided for illustrative purposes only and are based on various assumptions, whether or not identified in this Current Report on Form 8-K, and on the current expectations of the Company’s management. These forward-looking statements are not intended to serve, and must not be relied on by any investor, as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including those identified in the Company’s reports filed with the U.S. Securities & Exchange Commission, and if any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Accordingly, undue reliance should not be placed upon the forward-looking statements.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits 

 

Exhibit No.		Exhibit
99.1		Summary of Winning Bids at Auction
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 

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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/ Edward J. Bidanset
	Name:	Edward J. Bidanset
	Title:	Chief Restructuring Officer
Date: April 25, 2024

 

 

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Exhibit 99.1

 

Assets

Winning Bidder

Winning Bid

Cash or Credit Bid

Backup Bidder

Winning Back-Up Bid

Notes:

BCI Acquisition, Inc. (“BCI”) equipment (Lots 188-2261 other than the SACMI Equipment (as defined below), BCI’s accounts receivable, BCI’s inventory, and BCI’s intellectual property, if any, and which does not include (1) the trademarks (the “Trademarks”) listed in the Debtors’ Notice Of Submission Of Amended Exhibit “1” To Debtors’ Motion For Entry Of An Order (1) Approving Sale Of Substantially All Of The Debtors’ Assets Free And Clear Of All Liens, Claims, Encumbrances, And Interests; (2) Approving Cure Amounts And Approving The Assumption And Assignment Of Certain Unexpired Leases And Executory Contracts; (3) Waiving The 14-Day Stay Periods Set Forth In Bankruptcy Rules 6004(h) And 6006 (d); And (4) Granting Related Relief (the “Notice of Assets to be Sold”)  or (2) the Intellectual Property (as defined below) being sold to Planted Ventures.

LKV, LLC

$1,450,000

Cash

None

The purchased assets to be sold to LKV, LLC (or its designee, collectively “LKV”) include any prepaid inventory present at the signing of the asset purchase agreement or pre-paid and received after the signing of the asset purchase agreement paid on a dollar-for-dollar basis, plus 80% to BCI of accounts receivable over $500,000 collected; all as set forth in the asset purchase agreement with LKV.

SACMI Equipment ((1) JT Pro Flow wrapper (S/N IPPC21MA081), EWF Electronic wrapper feeder, Format P1 for the JT Pro flow-wrapper, and other items described in Offer #20-034565-A4 dated February 22, 2021 an (2) Modular Robotic Top-loading Packing cell (S/N IPPC21MA027), Format P1 for the Work Cell, and other items described in Offer #20-034566-A0 dated January 26, 2021) (the “SACMI Equipment”).

SACMI USA, Ltd.

$619,413.89

Credit

None

As additional consideration, SACMI USA, Ltd. waives any deficiency or other claims against the Debtors’ and their estates.

 

 

1

All “Lot” references herein are to Lot numbers in the Hilco Valuation Services appraisal of the Debtors’ equipment, dated as of February 24, 2023 (the “Hilco Valuation Appraisal”).

 

 

 

 

Assets

Winning Bidder

Winning Bid

Cash or Credit Bid

Backup Bidder

Winning Back-Up Bid

Notes:

Paramount (equipment and all other assets referenced in pages 30 – 43 of the Hilco Valuation Appraisal) [Lots 1-42]).   Vernon (equipment and all other assets referenced in pages 45-46 of the Hilco Valuation Appraisal [Lots 51-59 as modified] except if assets are determined not to be assets of the Debtors’ estates). Stiebs and/or Wawona (or any other Buyer) agree to repair any damage to the Vernon property with respect to the removal of any battery chargers.

Stiebs, LLC (“Stiebs”)   Wawona Frozen Foods (“Wawona”)

$1,460,000

Cash

PPL Acquisition Group, LLC

$1,250,000

Debtors to maintain Paramount location through the earlier of (a) the date Stiebs and/or Wawona remove all purchased assets from Paramount or (b) January 31, 2024.   *Lot 9 assets “Ishida Model CCW-N2-216W-2m, 16-Head Vertical Weigh Scale, S/N 30-PB- 198-1760, with Acceleron Vertical Pouch Filler and the platform upon which it sits, are part of the Assets purchased by Stiebs and Wawona, and those Assets are currently located at the Debtors’ 1700 Desert Surf Cir NE, Albuquerque, NM location.

Rocket Executory Contracts (Executory Contracts related to Purchase Orders 210928, 210930, and 220588) (the “Rocket Contracts”)

Rocket Machine Works, Inc. (“Rocket”)

$300,000

Cash

None

As consideration (1) Rocket waives any cure, deficiency or other claims against the Debtors’ and their estates in the approximate amount of $563,818.88 and (2) the Debtors and their estates waive any claims against Rocket, including any claims to recover any payments made to Rocket.

Desert Surf (equipment (Lots 134-187) and Desert Surf lease of real property from TB LLC located at 1700 Desert Surf Circle., NE Albuquerque, NM, 87107)

Aliya’s Foods Limited or its designated assignee (“Aliya’s”)

$1,367,000

Cash

PPL Acquisition Group, LLC

$1,050,000

In addition to the purchase price, Aliya’s (or PPL Acquisition Group, LLC if it has to perform as the winning back-up bidder) is required to pay a cure amount of $17,325.00 to TB LLC as a condition to the effectiveness of the assumption and assignment of the Desert Surf lease.   Does not include Lot 9 Ishida Vertical Weigh Scale and Platform which was sold with the Paramount assets but is located at the Desert Surf location.

 

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Assets

Winning Bidder

Winning Bid

Cash or Credit Bid

Backup Bidder

Winning Back-Up Bid

Notes:

University (equipment (Lots 60-112))

Aliya’s

$1,650,000

Cash

None

Larry Gutierrez (“Gutierrez”), the landlord of the premises where Lots 60-112, as identified in the Hilco Valuation Appraisal, are located, has asserted that he owns the assets included in Lots 85-92, 94, 96, 98, and 100 (only as to the stainless steel sinks included in Lot 100) (the “Disputed Assets”).   To the extent the Debtors are not able to deliver any of the Disputed Assets to Aliya’s on closing, (1) Aliya’s will get a credit/refund against the purchase price equal to the “Orderly Liquidation Value” for Lots 85-89, 94, 96, and/or 98 and (2) Aliya’s will get a credit/refund against the purchase price equal to $20,000 for Lots 90-92 (the Hussman Compressors) allocated $10,000 to Lot 90, $5,000 to Lot 91, and $5,000 to Lot 92.   The stainless steel sinks are the only Disputed Assets in Lot 100, and Aliya’s will not get any credit/refund against its purchase price if such stainless steel sinks are not delivered on closing.

 

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Assets

Winning Bidder

Winning Bid

Cash or Credit Bid

Backup Bidder

Winning Back-Up Bid

Notes:

Reiser equipment ((1) ONE VEMAG ROBOT HP-10E (HT) including all tooling, standard and accessory equipment as described in the agreement between New Mexico Food Distributors, Inc. (“NMFD”) and Robert Reiser & Co., Inc. (“Reiser”) dated February 9, 2022 and (2) ONE REPAK MODEL RE25/7 including all tooling, standard and accessory equipment as described in the agreement between NMFD and Reiser dated February 25, 2022. Copies of the aforementioned agreements can be found in the Declaration of Kevin Colmey that forms part of Docket No. 379 and in Claim No. 14 filed in the NMFD case.

Reiser

$250,000

Credit

None

As additional consideration, Reiser waives any deficiency or other claims against the Debtors’ and their estates in the approximate amount of $347,638.78, effective immediately upon Reiser taking possession of the purchased equipment.

Karsten Tortilla Factory, LLC (“Karsten”) (equipment (Lots 114-119))

Cardenas Three, LLC

$1,800,000

Cash

None

Karsten (excess equipment (Lots 113 and 122-133)

Cardenas Three, LLC

$315,000

Cash

Aliya’s

$300,000

The Debtors’ intellectual property (the “Intellectual Property”) comprised of the following (1) the Debtors’ Trademarks listed in the Notice of Assets to be Sold and (2) all of Debtors’ right, title, and interest in the Intellectual Property Rights and all goodwill associated with such Intellectual Property Rights, including, without limitation, (i) the right to use, copy, modify, exploit, license, assign, convey and pledge the Intellectual Property Rights, (ii) the right to exclude others from using the Intellectual Property Rights, (iii) the right to sue others and collect damages for past, present and future infringement of the Intellectual Property Rights, (iv) the right to create derivatives of the Intellectual Property and retain full ownership thereof, and (v) the right to file and prosecute applications for registration, now pending or hereinafter initiated, to protect any rights in the Intellectual Property Rights – i.e., the Debtors’ Trademarks listed in the Notice of Assets to be Sold, provided that, while Planted Ventures, LLC (“Planted Ventures”) is purchasing all of the Intellectual Property, Planted Ventures is not obtaining Intellectual Property principally used in the operation of (a) BCI’s business before closing, or (b) the operation of Desert Surf and the equipment located at the Desert Surf location.

Planted Ventures

$775,000

Cash

Aliya’s

$750,000

Planted Ventures is owned and controlled by Salvatore Galletti, the Company’s former Chairman of the Board and Chief Executive Officer.

 

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Assets

Winning Bidder

Winning Bid

Cash or Credit Bid

Backup Bidder

Winning Back-Up Bid

Notes:

“Intellectual Property Rights” are defined in the asset purchase agreement approved by the Court to mean “collectively, all U.S. and foreign, whether registered or unregistered, patents, trademarks, trade names, trade dress, service marks, copyrights, and applications therefor, (ii) computer software programs or applications (in both source code and object code form), (iii) industrial models, inventions, invention disclosures, author’s rights, designs, utility models, inventor rights, schematics, technology, (iv) trade secrets, know- how, and other tangible information or material, and (v) confidential information and any other proprietary data or information of any nature or form.

Ittella’s Chef, LLC’s (“ICLLC”) equity interests in Ittella Italy SRL

Planted Ventures

$1,000,000

Cash

None

Organic Acai 12% in pail, Frozen USDA Organic white pail with simple label (~ 1.074 mm kg)

Stiebs

$2,824,620 (subject to the actual total kg of acai and paid in three installments consistent with the Debtors prior proposed sale to Petruz Fruity, LLC)

Cash

Amafruits, LLC

$2,770,920

Sale is on the same terms as the Petruz Fruity LLC sale agreement.

The real property located at 2810 Karsten Ct. SE, Albuquerque, NM 87102 (the “Kartsen Real Property”)

HRE (T-CHEF), LLC (“Hilco”)

$4,575,000

Planted Ventures

$4,508,000

Karsten required to (1) cure amounts under “IRB Lease” by paying approximately $2.593 million owed to Nusenda, (2) exercise $1 purchase option for the subject real property under the “IRB Lease,” and (3) deliver title to the subject real property.

 

 

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Cover	Nov. 15, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 15, 2023
Entity File Number	001-38615
Entity Registrant Name	TATTOOED CHEF, INC.
Entity Central Index Key	0001741231
Entity Tax Identification Number	82-5457906
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6305 Alondra Boulevard
Entity Address, City or Town	Paramount
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90723
City Area Code	562
Local Phone Number	602-0822
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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