SEC Filing Summary: Muscle Maker, Inc. (8-K)
Business Context and Reporting Period
This Form 8-K was filed on November 13, 2019, by Muscle Maker, Inc., a small business issuer and emerging growth company. The report details a corporate restructuring event involving a migratory merger.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and structural changes rather than financial performance.
Material Changes
- Migratory Merger: On November 13, 2019, Muscle Maker, Inc. (California corporation) merged with and into its wholly owned subsidiary, Muscle Maker, Inc. (Nevada corporation).
- Surviving Entity: The Nevada corporation continued as the surviving entity.
- State of Incorporation: The Company changed its state of incorporation from California to Nevada.
- Stock Conversion: Each share of common stock of the California entity converted into one share of common stock of the surviving Nevada entity.
- Corporate Documents: The certificate of incorporation and bylaws of the Nevada subsidiary became the governing documents for the surviving entity.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook. No risks or contingencies were disclosed in this specific report. The filing notes that no dissenters' rights were exercised by stockholders in connection with the merger.
Key Facts for Investor Verification
- Verify the effective date of the change in state of incorporation from California to Nevada.
- Confirm the updated Certificate of Incorporation and Bylaws filed with the State of Nevada.
- Ensure the one-to-one stock conversion ratio was properly executed for all shareholders.
- Check for any subsequent filings regarding the impact of this merger on the company's operational status or regulatory compliance.