8-K

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): June 9, 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)

(832) 604-9568

(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 June 9, 2023, Muscle Maker, Inc. (the “Company”) issued a press release announcing certain unaudited preliminary financial results with respect to the operations of 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 19, 2022, the Company formed Sadot LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Sadot”). On November 14, 2021 (the “Effective Date”), the Company, Sadot and Aggia LLC FC, a company formed under the laws of the United Arab Emirates (“Aggia”) entered into a Services Agreement whereby Sadot engaged Aggia to provide certain advisory services to Sadot for creating, acquiring and managing Sadot’s business of delivering food farm to table, wholesaling food and engaging in the purchase and sale of physical food commodities. The closing date of the Services Agreement was November 16, 2022. The parties entered into an Addendum 1 to the Services Agreement on November 17, 2022.

Subject to certain net income thresholds, Aggia has the right to nominate up to eight directors (the “Designated Directors”) to the Board of Directors (the “Board”) of the Company, seven of which will meet the independence requirements of the NASDAQ Capital Market and the Company will take such actions as reasonably required to name the directors which Aggia has the right to nominate to the Board. To date, the following directors have been nominated by Aggia and subsequently appointed to the Board:

● On December 27, 2022, Aggia nominated Benjamin Petel as the initial Designated Director and the Board voted to appoint Mr. Petel as a director of the Company.

● On December 31, 2022, Aggia nominated Hannah Oh and Ray Shankar as directors to the Board after Sadot has generated $3.3 million in net income and the Board voted to appoint Ms. Oh and Mr. Shankar as directors of the Company.

● On April 10, 2023, Aggia nominated Marvin Yeo and Paul Sansom as directors to the Board after Sadot has generated $6.6 million in net income and the Board voted to appoint Mr. Yeo and Mr. Sansom as directors of the Company.

On June 9, 2023, Aggia nominated Mark McKinney as a director to the Board after Sadot has generated $9.9 million in net income and the Board voted to increase the size of the Board from twelve to fifteen and appointed Mr. McKinney as a director of the Company to fill one vacancy. Aggia is entitled to nominate two additional directors to fill the remaining vacancies. Since January 1, 2021, the Company and Mr. McKinney have not entered into any transaction nor is there any currently proposed transaction, in which the Company was or is to be a participant involving an amount exceeding $120,000, and in which Mr. McKinney had or will have a direct or indirect material interest.

Mark McKinney, age 60, is a global leader with +30 years of executive, senior level domestic and international experience including, CEO, COO, President, Vice President, and Senior Director responsibilities across six countries and three continents. From 1993 to 2015, Mr. McKinney served in various senior roles at the Dole Food Company, including Senior Director positions in Dole Asia, Ltd. and Dole Europe S.A., President and Managing Director of Dole Thailand and President of Dole Packaged Foods Asia. Following his tenure at the Dole Food Company, Mr. McKinney served as Chief Operating Officer of Fruit Growers Supply, the supply division of Sunkist Growers, from 2018 through 2021 where he directly managed six business verticals (corrugated plant, post-harvest coatings, pallet manufacturing, packing house technologies, retail farm centers, and timber operations). From 2021 through 2022, Mr. McKinney served as the Chief Operating Officer of Local Bounti (NYSE: LOCL), a company specializing in ag-tech and indoor farming. Mr. McKinney received his MBA with a concentration in International Business/Corporate Finance from Claremont Graduate University, Peter F. Drucker Graduate Management Center, and his Bachelor of Science in Chemical Engineering with a minor in Chemistry from California Polytechnic University.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press Release dated June 9, 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: June 9, 2023

EX-99.1

Exhibit 99.1

Muscle Maker, Inc. Appoints Mark McKinney to Board as

Sadot LLC Crosses $9.9 Million Net Income

Fort Worth, Texas, June 9, 2023 (ACCESSWIRE) — Muscle Maker, Inc. (MMI), the “Company” (Nasdaq: GRIL), today announced it has named Mark McKinney to its Board of Directors. Sadot LLC generated net income for Muscle Maker of $9.9 million milestone which triggers the final three board nominations by Aggia LLC FZ as outlined in a service agreement reached on November 18, 2022. Mr. McKinney is the first nomination to be named of the final three board member seats.

McKinney brings more than 30 years of domestic and international C-Level experience across various industries, six countries and three continents. Most recently, McKinney served as Chief Operating Officer of Local Bounti, a leading Ag-tech company specializing in indoor farming. During his tenure, McKinney was instrumental in the successful execution of the company’s initial public offering on the NYSE, establishing Local Bounti as a key player in the industry.

Prior to Local Bounti, from 2018 to 2021, McKinney was Chief Operating Officer at Fruit Growers (Sunkist Cooperative) where he managed multiple business verticals and supply chain operations supporting 39 packing houses and thousands of Sunkist growers. From 2015 through 2017, McKinney was CEO of Al Ghurair Foods, where he managed nine business lines with operations in four countries. Al Ghurair is one of the largest diversified enterprises in the Middle East, with global reach and business roots stretching back half a century. During his tenure there, the company improved cash flow by 100% and net profit by 67%. Prior to this, from 1993 to 2015 McKinney served in various senior roles at the Dole Food Company, including Senior Director positions in Dole Asia, Ltd. and Dole Europe S.A., President and Managing Director of Dole Thailand and President of Dole Packaged Foods Asia. McKinney’s career includes several Board and Advisory roles. He holds an MBA from Claremont University’s Peter F. Drucker Graduate Management Center and a Bachelor of Science degree in Chemical Engineering from California Polytechnic University, Pomona.

“We’re delighted to welcome Mark to the Muscle Maker board,” commented MMI CEO Mike Roper. “Mark’s broad experience across the food service industry is ideal for our ongoing business model and we look forward to drawing on that experience as we continue to evolve into an internationally focused food business.”

As disclosed in an 8K filing on November 18, 2022, MMI and its wholly-owned subsidiary, Sadot LLC, entered into a service agreement whereby Sadot engaged Aggia LLC FZ to perform services related to the purchase of and sale of physical food commodities. Upon Sadot generating certain net income targets, Aggia has the right to nominate up to eight directors and would be issued shares of common stock. Based on successfully meeting previous income targets, Aggia has already appointed five Directors to the MMI board. By crossing the $9.9 million threshold, AGGIA has the right to nominate three final candidates to the MMI board of directors. Once the three nominations are approved, AGGIA will have appointed all eight board members as per the service agreement, bringing the current size of the MMI board of directors to 15. The complete Aggia agreements can be viewed in our 8K filing posted on November 18, 2022.

The preliminary, unaudited financial results included in this press release are based on information available as of May 31, 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.

In late 2022, MMI began its evolution from a consumer-focused, U.S. restaurant business into a global, food-focused organization with two distinct business units:

Sadot LLC

MMI’s largest operating unit is its newly-created subsidiary, Sadot LLC. Sadot is an international agri-foods company engaged in trading and shipping food (and feed) commodities such as soybean meal, wheat and corn. Sadot was formed in partnership with Aggia LLC FZ, a Dubai based, international consulting firm that provides services to companies operating in the global food supply chain.

MMI Restaurant Group

MMI’s legacy business is our limited collection of 50+ restaurants, including Pokémoto Hawaiian Poké & Boba Tea and Muscle Maker Grill, and our subscription, fresh-prep meal service, Superfit Foods, with 30+ points of distribution plus in-home and national delivery. All three concepts compete in the growing healthier-for-you segment. National franchise development of the Pokémoto concept is the key growth driver with more than 50 franchise units already in the 2023 pipeline.

MMI continues 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. 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.

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Cover	Jun. 09, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 09, 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