Business Context and Reporting Period
Company: Muscle Maker, Inc. (Note: Request metadata referenced "Sadot Group Inc.", but the filing text identifies the issuer as Muscle Maker, Inc.)
Filing Type: Form 8-K (Current Report)
Date of Report: May 6, 2019
Reporting Period: Event date May 6, 2019
Context: The Company is an emerging growth company incorporated in California. This filing reports the appointment of a new executive officer and the entry into a material definitive employment agreement.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document focuses exclusively on executive compensation and employment terms.
Material Changes and Executive Appointment
On May 6, 2019, the Company appointed Aimee Infante as Chief Marketing Officer (CMO). Ms. Infante has been with the Company since 2014, previously serving as Marketing and Communications Manager, Marketing Director, and Vice President of Marketing.
Employment Agreement Terms
- Term: Two years, unless terminated earlier.
- Base Salary: $125,000 annualized. Increases to $150,000 upon completion of a public offering of at least $3 million and listing on a national exchange.
- Bonuses:
- One-time $10,000 cash bonus upon closing of the Public Offering.
- Annual cash bonus of 25% of base salary post-offering, subject to specific written criteria.
- Equity: 5,000 restricted stock units (RSUs) upon closing of the Public Offering; increases to 10,000 RSUs if the offering exceeds $5 million.
- Termination Provisions:
- Without Cause/Good Reason: Accrued salary/bonuses, expense reimbursement, and six months of monthly salary and benefits.
- With Cause/Without Good Reason/Death/Disability: Accrued salary/bonuses and expense reimbursement only.
Guidance, Outlook, and Risks
Outlook: The compensation structure is contingent on the Company successfully completing a public offering of not less than $3 million and listing on a national exchange. No specific timeline for this offering is provided in the text.
Risks: The agreement includes standard confidentiality, non-compete, and non-solicitation restrictions. The Company's ability to meet the salary and equity triggers depends on capital market conditions and the success of the proposed public offering.
Investor Verification Checklist
- Verify the current status of the proposed public offering (minimum $3 million) required to trigger salary increases and equity grants.
- Review the full Employment Agreement (Exhibit 10.1) for specific definitions of "cause," "good reason," and performance criteria for the annual bonus.
- Confirm if the Company has filed any subsequent reports regarding the completion of the public offering or changes to the executive team.
- Check the Company's latest financial statements (not included in this 8-K) to assess liquidity and ability to fund the proposed compensation package.