Business Context and Reporting Period
This Form 8-K was filed by Muscle Maker, Inc. (trading symbol: GRIL) on January 6, 2022, reporting events occurring on January 2, 2022. The company is a Nevada corporation headquartered in League City, Texas, and is classified as an emerging growth company. The filing primarily addresses executive leadership changes.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The only financial data disclosed relates to executive compensation:
- Base Salary: $190,000 annualized for the new Chief Financial Officer.
- Equity Grant: 20,000 restricted stock units (RSUs) vesting after 90 days of employment.
- Stock Options: Potential grant of options for 20,000 shares, subject to Board approval.
- Severance: Six months of salary and benefits if terminated without cause.
Material Changes
The primary material change is the appointment of Jennifer Black as Chief Financial Officer (CFO) effective January 2, 2022. Concurrently, the previous CFO, Ferdinand Groenewald, was appointed as Chief Accounting Officer. No material changes to the company's financial position or operations were reported in this document.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, financial outlook, or discussion of general business risks. However, it notes that the new CFO, Jennifer Black, previously served as CFO for Eagle Pressure Control LLC, which filed for Chapter 11 bankruptcy protection in November 2020 due to an oil and gas work-related incident, declining oil prices, and the impact of COVID-19. The filing includes standard confidentiality, non-compete, and non-solicitation restrictions for the new executive.
Investor Verification Checklist
- Verify the exact terms of the stock option agreement for the 20,000 shares, as they are subject to future Board approval.
- Confirm the transition plan between the new CFO and the former CFO (now Chief Accounting Officer).
- Review the attached Exhibit 10.1 (Offer Letter) for complete legal terms regarding severance and restrictions.
- Check subsequent filings for any financial impact of the new executive compensation package.