Current Report Filing (8-k)
20 March 2021 - 8:29AM
Edgar (US Regulatory)
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2021-03-19
2021-03-19
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March
19, 2021
TATTOOED CHEF, INC.
(Exact name of registrant as specified in its
charter)
Delaware
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001-38615
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82-5457906
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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6305 Alondra Boulevard
Paramount, California 90723
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (562) 602-0822
Not Applicable
(Former name or former address, if changed since
last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.0001 per share
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TTCF
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The Nasdaq Stock Market LLC
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Indicate by check mark
whether the registrant is an emerging growth company 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.
Item 2.02. Results of Operations and Financial Condition.
On March 10, 2021, Tattooed
Chef, Inc. (the “Company”) issued a press release (the “Press Release”) announcing results for the full
year 2020 and fourth quarter of 2020. A copy of the Press Release is attached hereto as Exhibit 99.1. On March 19, 2021, the Company
filed its annual report on Form 10-K for the period ending December 31, 2020 (the “Annual Report”).
After consultation and
discussions with BDO USA, LLP (“BDO”), the Company’s independent auditors for the fiscal year ended December
31, 2020, the Company’s management concluded that the certain items in the announced financial results set forth in the Press
Release needed to be adjusted. The adjustments relate to the treatment of certain transactions contemplated by the Agreement and
Plan of Merger, which was amended on August 10, 2020 by the First Amendment to the Agreement and Plan of Merger (the “Merger
Agreement” and the transactions contemplated therein, the “Business Combination”) by and among the Company (f/k/a
Forum Merger II Corporation), Sprout Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, Myjojo,
Inc., a Delaware corporation (“Ittella Parent”), and Salvatore Galletti, in his capacity as the holder representative,
and have been incorporated into the Annual Report.
The first adjustment relates
to the issuance by Ittella Parent to an executive of the Company one share of Class A special stock which was exchanged, at the
closing of the Business Combination, for 500,000 shares of our common stock. In addition, the executive of the Company received
$1.0 million in cash at the closing of the Business Combination. The total value of the cash and stock was previously recorded
as merger consideration, received in exchange for the one share of Class A special stock. After reconsideration and consultation
with BDO, the Company determined to record the cash and stock as compensation in the Company’s income statement, and it has
been reflected as such in the Company’s financial results as presented in the Annual Report.
The second adjustment relates
to the valuation of the shares placed in escrow at the closing of the Business Combination, to be delivered to certain of the Ittella
Parent stockholders upon the achievement of specified stock price thresholds (the “Holdback Shares”). The measured
value of the Holdback Shares at the time of their release from escrow, relative to their measured value at the closing of the Business
Combination, resulted in a gain on settlement.
The net effect of these
adjustments resulted in an increase to net income of approximately $23.4 million both for the fourth quarter and for the full year
2020. These adjustments are non-recurring and primarily are non-cash based. These adjustments did not impact the Company’s
reported revenue, Adjusted EBITDA, cash, or guidance for 2021.
A copy of the press release
issued by the Company announcing these adjustments is attached hereto as Exhibit 99.2.
The information in this
Item 2.02 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of the Exchange Act,
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the
Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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TATTOOED CHEF, INC.
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By:
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/s/ Charles F. Cargile
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Name:
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Charles F. Cargile
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Title:
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Chief Financial Officer
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Date: March 19, 2021
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