Item 1.01 Entry into a Material Definitive Agreement.
OnApril 7, 2023 ,Tattooed Chef, Inc. (the "Company") received a$2,000,000 unsecured loan from the Company's CEO and Chairman of the Board,Salvatore Galletti . The Company, in turn, loaned that$2,000,000 on an unsecured basis to its operating subsidiary,Ittella International, LLC ("Ittella"). This loan is in addition to (i) the$5,000,000 loan made byMr. Galletti inNovember 2022 and described in the Company's Current Report on Form 8-K filed onNovember 28, 2022 , and (ii) the$5,000,000 loan made byMr. Galletti inDecember 2022 and described in the Company's Current Report on Form 8-K filed onDecember 30, 2022 . The loan fromMr. Galletti to the Company is evidenced by a Promissory Note (the "Note") that bears interest at the same rate as that payable toUMB Bank, N.A . (the "Bank"), the Company's lender under its principal line of credit (i.e., the daily adjusting term SOFR rate + 3.0% per annum), that matures onSeptember 30, 2025 (the "Maturity Date"), and is payable interest only, monthly, until the Maturity Date. The loan from the Company toIttella is evidenced by a Subordinated Note (the "Junior Note"), which is subordinated in right of payment to obligations to the Bank pursuant to the terms of a Subordination Agreement between the Company and the Bank and consented to byIttella (the "Subordination Agreement"). Interest on, maturity date of, and repayment terms of the Junior Note are identical to those of the Note. Under the terms of the Subordination Agreement, regularly scheduled payments on the Junior Note are permitted so long as there are no defaults (and the payment would not cause a default) under the Bank's loan documents. Both the Note and the Junior Note provide that if interest payments are at any time prohibited under the Subordination Agreement, the amount of interest that would have otherwise been paid will be added to principal. The foregoing descriptions of the Note, the Junior Note, and the Subordination Agreement do not purport to be complete and are subject to, and are qualified in their entirety by, reference to the full text of the Note and the Junior Note, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, and the Subordination Agreement was attached to the Current Report on Form 8-K filed onNovember 28, 2022 as Exhibit 10.3, and which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. EXHIBIT Incorporated by Reference NUMBER DESCRIPTION Schedule/Form File Number Exhibits Filing Date 10.1* Promissory Note dated April 7 , 202 3 by Tattooed Chef, Inc. in favor of Salvatore Galletti 10.2* Subordinated Note dated April 7 , 202 3 by Ittella International, LLC in favor of Tattooed Chef, Inc. 10.3 Subordination Agreement dated Form 8-K File No. 001-38615 10.3 November 28, 2022 November 23, 2022 between Tattooed Chef, Inc. and UMB Bank, N.A. and consented to by Ittella International, LLC 104 Cover Page Interactive Data File (embedded
within the Inline XBRL document)
*Filed herewith.
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