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)
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