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)

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):

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:

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.

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 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.

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.