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): April 11, 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 April 11, 2023, Muscle Maker, Inc. (the “Company”) issued a press release announcing certain unaudited preliminary financial results for the month of March 2023 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. On December 27, 2022, Aggia nominated Benjamin Petel as the initial Designated Director and the Board voted to increase the size of the Board from seven to eight and appointed Mr. Petel as a director of the Company to fill such vacancy. 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 increase the size of the Board from eight to ten and appointed Ms. Oh and Mr. Shankar as directors of the Company to fill such vacancy.

As of March 31, 2023, Sadot has generated in excess of $6.6 million in net income and, as a result, Aggia was entitled to nominate two additional board members. On April 03, 2023, the Company voted to increase the size of the Board from ten to twelve and approved the appointment of Marvin Yeo and Paul Sansom to the Board of Directors. Since January 1, 2021, the Company and Mr. Yeo and Mr. Sansom 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. Yeo and Mr. Sansom had or will have a direct or indirect material interest.

Marvin Yeo, age 51, is an experienced executive with over 25 years of experience in the finance industry. From 2014 through present, Mr. Yeo has served as the founding partner of Golden Rock Capital, a pan-Asia focused strategic advisory firm that focuses on mergers and acquisitions, corporate finance and private equity. Prior to founding Golden Rock Capital, Mr. Yeo held a number of rolls with Frontier Investment & Development Partners, Asian Development Bank, Barclays Capital, Nomura International and Deutsche Bank. Mr. Yeo received his Bachelor of Engineering from Monash University, Chartered Financial Analyst certificate from the CFA Institute and an MBA from Insead.

Paul Sansom, age 58, is an experienced International C-level executive with recent achievements in high growth business start-ups, Series A fund raising and restructuring. Since 2019 to present, Mr. Sansom has served as the Chief Financial Officer and Chief Operating Officer for HMS Services Sarl, a single-family office. From 2016 through 2019, Mr. Sansom served as the General Manager for Al Ghurair Projects based in Dubai. Prior to 2016, Mr. Sansom held roles with Viking Services, Brightpoint Inc. and PepsiCo International. Mr. Sansom served as the Audit Chair for Immensa International and as an advisor for Energy Capital Group Fund II. Mr. Sansom received a BA in Economics from the City of London College.

Item 9.01

Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Press Release dated April 11, 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:	April 11, 2023

Exhibit 99.1

Muscle Maker Inc. Appoints Two Additional Board Members as Newly-Formed Subsidiary, Sadot LLC, Surpasses the $6.6 Million Net Income Milestone.

Continuing Transformation from a Consumer-Focused Restaurant Company into a Global, Food-Focused Organization Drives Income Growth.

Fort Worth, Texas, April 11, 2023 (ACCESSWIRE) – Muscle Maker, Inc. (MMI), the “Company” (Nasdaq: GRIL), today announced the appointment of Mr. Paul Sansom and Mr. Marvin Yeo to its Board of Directors, effective April 10, 2023.

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 two Directors to the MMI board as well as an initial director upon execution of the agreement between MMI, Sadot and Aggia. With the addition of Mr. Sansom and Mr. Yeo, Aggia will have appointed five of the eight board members outlined in the Services Agreement. Upon generating an additional $3.3 Million dollars of net income, Aggia will nominate their remaining three board members. The complete Aggia agreements can be viewed in our 8K filing posted on November 18, 2022.

Paul Sansom is an international C level executive with a proven track record of delivering increased shareholder value in blue chip businesses, including PepsiCo and BMW, and Operational Partner positions within Private Equity Funds. His experience spans different industries and markets within Europe, Middle East and US. He is a UK Chartered Management Accountant, holds a BA (Hons) in Economics from City of London and is a qualified UK Corporate Treasurer.

Marvin Yeo has a diverse range of experience in corporate finance, M&A and private equity spanning over two decades, working in various senior positions in reputable organizations such as Golden Rock Capital, the Asian Development Bank, Barclays Capital, and Nomura International. He has also been an F&B entrepreneur and taught postgraduate finance, after starting his career as an Engineer. Mr. Yeo holds a Bachelor of Engineering (Hons) degree from Monash University, an MBA from INSEAD, and is a Chartered Financial Analyst (CFA).

MMI CEO, Mike Roper, said, “We are thrilled to have Paul and Marvin join the MMI Board of Directors. Their arrival is not only an indication of the commitment that we have made to shareholders in regard to focusing on value creation and continued corporate evolution, but it is also in direct correlation to the net income delivered to the Company from our new business unit, Sadot. Investors should keep in mind that the addition of these new Board members is a reflection of the Company’s growing profitability. Our fourth quarter and year-end financial results included the impact of the shares we issued to Aggia for reaching certain net income targets; however, excluding the impact of the non-cash stock-based consulting expense related to the share issuance, the fourth quarter was the Company’s first profitable quarter since becoming a public company. We are delighted to be adding new board members to help us drive that profitability. Both executives bring years of unique experiences in building businesses and driving value creation. As MMI increasingly evolves into an internationally-focused food business, their combined experience will be invaluable, and we look forward to their contributions.”

The preliminary, unaudited financial results included in this press release are based on information available as of March 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 45 franchise units already in the pipeline.

MMI continues to grow in size, diversity of operations, as well as in human and financial capital, but the principles that guided us when we began remain the same – sourcing and providing healthier foods. For more information please visit https://ir.musclemakergrill.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 - [email protected]