TATTOOED CHEF, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-04-25: Form 8-K; Period of report 2023-11-15; Description 2.01 Completion of Acquisition or Disposition of Assets; Details 2.01.
- 2023-11-03: Form 8-K; Period of report 2023-10-18; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2023-10-19: Form 8-K; Period of report 2023-10-13; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2023-08-09: Form 8-K; Period of report 2023-08-04; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-04-25 | 8-K | 2023-11-15 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 As previously disclosed, on July 2, 2023 (the “Petition Date”), Tattooed Chef, Inc. (the “Company”) and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the Central District of California (the “Bankruptcy Court”). | ea0204705-8k_tattooed.htm |
| 2023-11-03 | 8-K | 2023-10-18 | 7.01 Regulation FD Disclosure | 7.01 As previously disclosed, on July 2, 2023 (the “Petition Date”), Tattooed Chef, Inc. (the “Company”) and certain of its direct and indirect subsidiaries (collectively, the “Company Parties”) filed a voluntary petition (the “Chapter 11 Cases”) under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the Central District of California (the “Bankruptcy Court”). | ea187696-8k_tattooed.htm |
| 2023-10-19 | 8-K | 2023-10-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective as of October 13, 2023, Stephanie Dieckmann, Chief Financial Officer of Tattooed Chef, Inc., a Delaware corporation (the “Company”), separated from such position effective immediately. | ea186963-8k_tattooed.htm |
| 2023-08-09 | 8-K | 2023-08-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 4, 2023, Salvatore Galletti, President and Chief Executive Officer of Tattooed Chef, Inc., a Delaware corporation (the “Company”) and Chairman of the Board of Directors, resigned from the President and Chief Executive Officer position effective immediately. | ttcf-20230804.htm |
| 2023-07-24 | 8-K | 2023-07-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 21, 2023, Giuseppe Bardari, Chief Operating Officer of Tattooed Chef, Inc., a Delaware corporation (the “Company”) and the President of Ittella Italy s.r.l. | ttcf-20230721.htm |
| 2023-07-17 | 8-K | 2023-07-11 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 As previously disclosed, on July 2, 2023 (the “Petition Date”), Tattooed Chef, Inc. (the “Company”) and certain of its direct and indirect subsidiaries (collectively, the “Company Parties”) filed a voluntary petition (the “Chapter 11 Cases”) under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the Central District of California (the “Bankruptcy Court”). 2.03 The information set forth above under Item 1.01 of the Current Report on Form 8-K regarding the DIP Facility is incorporated herein by reference. | ttcf-20230711.htm |
| 2023-07-06 | 8-K | 2023-06-29 | 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 2.05 Costs Associated with Exit or Disposal Activities; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.03 On July 2, 2023 (the “Petition Date”), Tattooed Chef, Inc. (the “Company”) and certain of its direct and indirect subsidiaries listed in Exhibit 99.1 attached hereto (collectively, the “Company Parties”) each filed a voluntary petition (the “Chapter 11 Cases”) under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the Central District of California (the “Bankruptcy Court”). 2.05 On June 29, 2023, the Company Parties issued a Worker Adjustment and Retraining Notification Act (the “WARN Act”) notice to the employees of its California and New Mexico facilities of the intent to wind down operations at those facilities in connection with the Chapter 11 Cases. 3.01 On July 3, 2023, the Company received written notice (the “Delisting Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as a result of the Chapter 11 Cases and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, Nasdaq had determined that the Company’s common stock will be delisted from Nasdaq. 5.02 On June 29, 2023, the Company appointed Edward J. Bidanset of Cutsheet Express, LLC (“CE”) as the Company’s Chief Restructuring Officer (“CRO”). 7.01 Court filings and information about the Chapter 11 Cases can be found at a website maintained by the Company’s claims agent Stretto, Inc., at https://cases.stretto.com/ittella, or by calling (800) 634-7734 (toll-free). | ttcf-20230629.htm |
| 2023-06-30 | 8-K | 2023-06-28 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 3.01 On June 28, 2023, Tattooed Chef, Inc. (the “Company”) received notice from The Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that the closing bid price of its common stock (the “Common Stock”) for the last 30 consecutive business days prior to the date of the notice failed to comply with the $1.00 per share minimum bid price required for continued listing on Nasdaq under Nasdaq Listing Rule 5550(a)(2). 8.01 On June 30, 2023, the Company issued a press release announcing, among other things, that the Company and certain of its direct and indirect subsidiaries intend to file a voluntary petition for a Chapter 11 bankruptcy in early July 2023 in order to implement a financial restructuring. | ttcf-20230628.htm |
| 2023-05-15 | 8-K | 2023-05-15 | 2.02 Results of Operations and Financial Condition | 2.02 On May 15, 2023, Tattooed Chef, Inc. issued a press release announcing financial results for the first quarter of 2023. | ttcf-20230515.htm |
| 2023-04-12 | 8-K | 2023-04-07 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. | ttcf-20230407.htm |
| 2023-04-05 | 8-K | 2023-03-31 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 3.01 On March 31, 2023, Tattooed Chef, Inc. (the “Company”) received notice from The Nasdaq Stock Market, LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (“SEC”), due to the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10-K”). 8.01 On April 5, 2023, the Company issued a press release regarding the matters described in Item 3.01 of this Current Report. | ttcf-20230331.htm |
| 2023-03-17 | 8-K | 2023-03-17 | 2.02 Results of Operations and Financial Condition | 2.02 On March 17, 2023, Tattooed Chef, Inc. (the “Company”) issued a press release announcing that it filed a Form 12b-25 Notification of Late Filing with the Securities and Exchange Commission pursuant to which it reported that the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Form 10‑K”) will not be filed within the prescribed time period without unreasonable effort or expense and that the Company does not expect to file the Form 10-K on or before the fifteenth calendar day following the prescribed due date. | ttcf-20230317.htm |
| 2023-03-07 | 8-K | 2023-03-06 | 8.01 Other Events | 8.01 As previously disclosed, on February 17, 2023, Tattooed Chef, Inc., a Delaware corporation (the “Company”), filed a petition in the Delaware Court of Chancery pursuant to Section 205 of the Delaware General Corporation Law seeking validation of (i) the Company’s Second Amended and Restated Certificate of Incorporation (the “New Certificate”), which, among other things, included (a) a reclassification all Class A common stock shares and Class B common stock shares into a single class of common stock (“Common Stock” and such reclassification, the “Reclassification”), and (b) upon completion of the Reclassification, an increase in the number of authorized shares of Common Stock of the Company (the “Common Stock Increase Amendment”), and (ii) the shares issued in reliance on the effectiveness of the New Certificate and Common Stock Increase Amendment to resolve any uncertainty with respect to those matters. | ttcf-20230306.htm |
| 2023-03-03 | 8-K | 2023-02-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 27, 2023, Thomas Matthew Williams, Chief Growth Officer of Tattooed Chef, Inc., a Delaware corporation (the “Company” or “Tattooed Chef”), gave notice of his resignation from the Company effective March 3, 2023. | ttcf-20230227.htm |
| 2023-02-21 | 8-K | 2023-02-17 | 8.01 Other Events | 8.01 On October 15, 2020, Forum Merger II Corporation (“Forum”), the predecessor to Tattooed Chef, Inc. (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to approve certain matters relating to the business combination between Forum and Myjojo, Inc. (“Myjojo”). | ttcf-20230217.htm |
| 2023-02-10 | 8-K | 2023-02-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 6, 2023, Gaspare Guarrasi, Chief Operating Officer of Tattooed Chef, Inc., a Delaware corporation (the “Company”), retired from such position effective immediately. | ttcf-20230206.htm |
| 2022-12-30 | 8-K | 2022-12-29 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. | ttcf-20221229.htm |
| 2022-11-28 | 8-K | 2022-11-23 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. | ttcf-20221123.htm |
| 2022-11-21 | 8-K | 2022-11-16 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 3.01 On November 16, 2022, Tattooed Chef, Inc. (the “Company”) received notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (“SEC”), due to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022 (the “Form 10-Q”). 8.01 On November 21, 2022, the Company issued a press release regarding the matters described in Item 3.01 of this Current Report. | ttcf-20221116.htm |
| 2022-11-15 | 8-K | 2022-11-15 | 2.02 Results of Operations and Financial Condition | 2.02 On November 15, 2022, Tattooed Chef, Inc. issued a press release announcing financial results for the third quarter of 2022. | ttcf-20221115.htm |
| 2022-11-10 | 8-K | 2022-11-10 | 2.02 Results of Operations and Financial Condition | 2.02 On November 10, 2022, Tattooed Chef, Inc. (the “Company”) issued a press release announcing: that it is filing a Form 12b-25 Notification of Late Filing with the Securities and Exchange Commission for an extension to file the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022; certain anticipated cost saving measures; and certain preliminary, select, unaudited financial results for the three and nine months ended September 30, 2022. | ttcf-20221110.htm |
| 2022-10-12 | 8-K | 2022-10-06 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 On October 6, 2022, Tattooed Chef, Inc. (the “Company”) received a written notice pursuant to Item 4.02(b) from the Company’s former independent registered public accounting firm, BDO USA, LLP, that the Company’s unaudited interim condensed consolidated financial statements for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, and its audited annual consolidated financial statements for the year ended December 31, 2021, and accompanying audit report, each as previously filed with the Securities and Exchange Commission (“SEC”), were materially misstated and should no longer be relied upon and should be restated, because the Company (a) incorrectly recorded expenses related to a multi-vendor mailer program with a large customer as operating expenses rather than as a reduction of revenue; and (b) incorrectly recorded expenses for advertising placement by a marketing services firm on a straight-line basis over the life of the contract rather than when the services were actually rendered. | ttcf-20221006.htm |
| 2022-08-23 | 8-K | 2022-08-19 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On August 23, 2022, the Company issued a press release announcing that it has entered into an expanded distribution agreement with Walmart, and it has entered into the Purchase Agreement. | ea164842-8k_tattooed.htm |
| 2022-08-15 | 8-K | 2022-08-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 10, 2022, the Compensation Committee of Tattooed Chef, Inc., a Delaware corporation (“Tattooed Chef” or the “Company”), authorized the grant of equity incentive awards totaling 1,160,000 shares of the Company’s common stock to four employees, including the Chief Financial Officer and one named executive officer (the President – Italy), collectively referred to herein as the “Executives.” The grants to the Executives took the form of restricted common stock grants. | ea164455-8k_tattooedchef.htm |
| 2022-08-09 | 8-K | 2022-08-05 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosures concerning the First Amendment contained in Item 1.01 above are incorporated into this Item 2.03 by this reference. 8.01 On August 8, 2022, the Company issued a press release announcing that it has entered into the First Amendment. | ea164031-8k_tattooed.htm |
| 2022-08-08 | 8-K | 2022-08-08 | 2.02 Results of Operations and Financial Condition | 2.02 On August 8, 2022, Tattooed Chef, Inc. issued a press release announcing financial results for the second quarter of 2022. | ea163920-8k_tattooedchef.htm |
| 2022-06-03 | 8-K | 2022-06-02 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 2, 2022, Tattooed Chef, Inc., a Delaware corporation (“Tattooed Chef” or the “Company”), held its 2022 annual meeting of stockholders (the “Annual Meeting”). | ea161153-8k_tattooedchef.htm |
| 2022-05-23 | 8-K | 2022-05-23 | 7.01 Regulation FD Disclosure | 7.01 On May 23, 2022, Tattooed Chef, Inc. (the “Company”) posted an Investor Presentation on the “Investors” section of the Company’s website at www.tattooedchef.com. | ea160473-8k_tattooedchef.htm |
| 2022-05-09 | 8-K | 2022-05-09 | 2.02 Results of Operations and Financial Condition | 2.02 On May 9, 2022, Tattooed Chef, Inc. (the “Company”, “we” and “our”) issued a press release announcing financial results for the first quarter of 2022. | ea159614-8k_tattooed.htm |
| 2022-03-25 | 8-K | 2022-03-21 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) On March 25, 2022, the Audit Committee of the Board of Directors (the “Board”) of Tattooed Chef, Inc. (the “Company”) approved the engagement of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, effective immediately. | ea157422-8k_tattooed.htm |
| 2022-03-16 | 8-K | 2022-03-16 | 2.02 Results of Operations and Financial Condition | 2.02 On March 16, 2022, Tattooed Chef, Inc. (the “Company”, “we” or “our”) issued a press release and conducted a conference call, each of which announced financial results for the fourth quarter and full-year ended December 31, 2021 and provided outlook for the full fiscal year ending December 31, 2022. | ea156984-8k_tattooed.htm |
| 2022-03-11 | 8-K | 2022-03-07 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 On March 7, 2022, the Board of Directors (the “Board”) of Tattooed Chef, Inc. (the “Company”), based on consultation with Company management and upon the recommendation of the Audit Committee (“Audit Committee”) of the Board, concluded that the Company’s unaudited interim condensed consolidated financial statements for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021, each as previously filed with the Securities and Exchange Commission (“SEC”), should no longer be relied upon because the Company did not properly record the tax effects associated with the Company’s issuance of 825,000 shares of its common stock to Harrison Co. in June 2021 as partial consideration for services rendered in connection with the Company’s de-SPAC transaction that occurred in October 2020. | ea156764-8k_tattooed.htm |
| 2021-12-09 | 8-K | 2021-12-09 | 7.01 Regulation FD Disclosure | 7.01 On December 9, 2021, Tattooed Chef, Inc. (the “Company”) posted an Investor Presentation on the “Investors” section of the Company’s website at www.tattooedchef.com. | ea152022-8k_tattooed.htm |
| 2021-12-01 | 8-K | 2021-11-29 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On November 29, 2021, Tattooed Chef, Inc. (the “Company” or “Tattooed Chef”) appointed Gaspare (“Gasper”) Guarrasi as Chief Operating Officer of the Company, effective immediately. 8.01 On November 30, 2021, the Company issued a press release announcing the appointment of Gasper Guarrasi as the Company’s Chief Operating Officer. | ea151564-8k_tattooed.htm |
| 2021-11-16 | 8-K | 2021-11-16 | 2.02 Results of Operations and Financial Condition | 2.02 On November 16, 2021, Tattooed Chef, Inc. (the “Company”, “we” and “our”) issued a press release announcing financial results for the third quarter of 2021. | ea150870-8k_tattooed.htm |
| 2021-10-26 | 8-K | 2021-10-22 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On October 26, 2021, the Company issued a press release announcing that it has entered into the Purchase Agreement. | ea149416-8k_tattooed.htm |
| 2021-09-14 | 8-K | 2021-09-14 | 8.01 Other Events | 8.01 On September 14, 2021, Tattooed Chef, Inc. (the “Company”) posted an Investor Presentation on the Investors section of the Company’s website at www.tattooedchef.com. | ea147364-8k_tattooed.htm |
| 2021-08-13 | 8-K | 2021-08-12 | 2.02 Results of Operations and Financial Condition | 2.02 On August 12, 2021, Tattooed Chef, Inc. (the “Company”, “we” and “our”) issued a press release announcing financial results for the second quarter of 2021. | ea145720-8k_tattooedchef.htm |
| 2021-06-07 | 8-K | 2021-06-03 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 3, 2021, Tattooed Chef, Inc., a Delaware corporation (“Tattooed Chef” or the “Company”), held its 2021 annual meeting of stockholders (the “Annual Meeting”). | ea142327-8k_tattooed.htm |
| 2021-05-18 | 8-K | 2021-05-14 | 2.01 Completion of Acquisition or Disposition of Assets; 2.02 Results of Operations and Financial Condition | 2.01 On May 2, 2021, Tattooed Chef, Inc. (the “Company”, “we” and “our”) announced the entry into (i) a Stock Purchase Agreement (the “Purchase Agreement”) with New Mexico Food Distributors, Inc. (“NMFD”) and its stockholders (the “Sellers”) and (ii) a membership interest purchase agreement (the “Facility Purchase Agreement”) with Karsten Tortilla Factory, LLC (“Karsten”) and the Sellers, in their capacities as owners of Karsten, with the closings under the Purchase Agreement and the Facility Purchase Agreement subject to customary closing conditions. 2.02 On May 12, 2021, the Company issued a press release announcing financial results for the first quarter of 2021. | ea141034-8k_tattooed.htm |
| 2021-05-13 | 8-K | 2021-05-12 | 2.02 Results of Operations and Financial Condition | 2.02 On May 12, 2021, Tattooed Chef, Inc. (the “Company”) announced the Company’s financial results for the first quarter ended March 31, 2021 after market close. | ea140750-8k_tattooedchef.htm |
| 2021-05-04 | 8-K | 2021-05-02 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 On May 3, 2021, we amended the Employment Agreement with our Chief Operating Officer and Chief Financial Officer, Stephanie Dieckmann. 8.01 On May 3, 2021, the Company issued a press release announcing that it has entered into the Purchase Agreement and the Facility Purchase Agreement. | ea139942-8k_tattooed.htm |
| 2021-04-16 | 8-K | 2021-04-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 15, 2021, Charles F. Cargile, Chief Financial Officer of Tattooed Chef, Inc., a Delaware corporation (the “Company”), resigned from such position effective immediately (the “Resignation Date”). | ea139364-8k_tattooed.htm |
| 2021-03-19 | 8-K | 2021-03-19 | 2.02 Results of Operations and Financial Condition | 2.02 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. | ea138094-8k_tattooed.htm |
| 2021-02-23 | 8-K | 2021-02-22 | 8.01 Other Events | 8.01 On February 22, 2021, Tattooed Chef, Inc., a Delaware corporation (the “Company”), issued a press release announcing the completion of its previously announced redemption of all of its outstanding publicly-held warrants to purchase shares of the Company’s common stock that were issued under the Warrant Agreement, dated as of August 2, 2018, by and between the Company (f/k/a Forum Merger II Corporation) and Continental Stock Transfer & Trust Company, as warrant agent and transfer agent. | ea135910-8k_tattooed.htm |
| 2021-01-14 | 8-K | 2021-01-14 | 8.01 Other Events | 8.01 On January 14, 2021, Tattooed Chef, Inc., a Delaware corporation (the “Company”), issued a press release announcing the redemption of all of its outstanding warrants to purchase shares of the Company’s common stock that were issued under the Warrant Agreement, dated as of August 2, 2018, by and between the Company (f/k/a Forum Merger II Corporation) and Continental Stock Transfer & Trust Company, as warrant agent and transfer agent, as part of the units sold in the Company’s initial public offering. | ea132860-8k_tattooed.htm |
| 2020-12-28 | 8-K | 2020-12-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 23, 2020, the Compensation Committee of the Board of Directors of Tattooed Chef, Inc. (the “Company”) issued incentive awards to a number of its and its subsidiaries’ US and Italian employees. | ea132316-8k_tattooed.htm |
| 2020-12-21 | 8-K | 2020-12-17 | 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 3.02 On December 17, 2020, Tattooed Chef, Inc. (“Tattooed Chef” or the “Company”) issued an incentive award of 4,935 fully vested shares of the Company’s common stock to each of the nine members of its board of directors (total 44,415 shares) pursuant to its 2020 Incentive Award Plan. 5.02 As noted in Item 3.02 above, on December 17, 2020, the Company issued an incentive award of 4,935 fully vested shares of the Company’s common stock to each of its directors. 8.01 The Company currently intends to hold its annual meeting of stockholder on Thursday June 3, 2021 (the “2021 Annual Meeting”). | ea131968-8k_tattooedchef.htm |
| 2020-12-15 | 8-K | 2020-12-15 | 7.01 Regulation FD Disclosure | 7.01 On December 15, 2020, Tattooed Chef, Inc. (“Tattooed Chef” or the “Company”) hosted an analyst day via web teleconference beginning at 10:00 am Pacific time. | ea131652-8k_tattooedchef.htm |
| 2020-11-12 | 8-K | 2020-11-09 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 Marcum served as the independent registered public accounting firm for Forum from its inception through the Closing. | ea129769-8k_tattooed.htm |
| 2020-11-09 | 8-K/A | 2020-11-09 | 2.02 Results of Operations and Financial Condition | 2.02 On November 9, 2020, the Company issued a press release announcing the financial results for Myjojo for the third quarter ended September 30, 2020, achieved prior to the completion of the Business Combination. | ea129510-8ka1_tattooed.htm |
| 2020-10-21 | 8-K | 2020-10-15 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.02 Results of Operations and Financial Condition; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 2.01 (f) of Form 8-K states that if the registrant was a shell company, as Forum was immediately before the Transactions, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. 2.02 Certain annual and quarterly financial information regarding Ittella Parent was included in the Proxy Statement, in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Ittella Parent”, which is incorporated herein by reference. 3.02 In connection with the Business Combination, the following transactions have been consummated prior to, and as a condition to, the Closing: (i) UMB Capital Corporation (“UMB”) contributed all of the equity interests in Ittella International, LLC, a California limited liability, and direct subsidiary of Ittella Parent owned by it, to Ittella Parent in exchange for Ittella Parent issuing to UMB 1,176 shares of common stock of Ittella Parent; (ii) Pizzo Food Srls, a company organized under the laws of Italy (“Pizzo”) has contributed all of the equity interests in Ittella Italy S.R.L., a company organized under the laws of Italy (“Ittella Italy”) owned by it to Ittella’s Chef LLC in exchange for Ittella Parent issuing to Pizzo one share of Class B special stock, par value $0.001 per share of Ittella Parent; (iii) Salvatore Galletti has transferred some of his shares of common stock of Ittella Parent to Project Lily, which is controlled by Salvatore Galletti; and (iv) Ittella Parent issued one share of Class A special stock, par value $0.001 per share, in Ittella Parent to Stephanie Dieckmann (these transactions collectively, the “Restructuring”). 4.01 Marcum, LLP (“Marcum”) served as the independent registered public accounting firm for Forum from its inception through the Closing. 5.01 Reference is made to the disclosure in the Proxy Statement in the sections titled “The Business Combination Proposal” and “The Merger Agreement,” which are incorporated herein by reference. 5.02 The following persons are serving as executive officers and directors following the Closing. | ea127797-8k_tattooed.htm |
| 2020-10-15 | 8-K | 2020-10-15 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 On October 15, 2020, Forum Merger II Corporation, a Delaware corporation (“Forum” or “the Company”), held a special meeting of stockholders (the “Special Meeting”). 7.01 In connection with the Special Meeting, 1,827 shares out of a total of 19,995,411 shares of the Company’s public shares were redeemed. | ea128299-8k_tattooedchef.htm |
| 2020-10-06 | 8-K | 2020-10-06 | 7.01 Regulation FD Disclosure | 7.01 In connection with the previously announced business combination (the “Business Combination”) between Forum Merger II Corporation (“Forum”) and Ittella International (“Tattooed Chef”), on October 6, 2020, Forum and Tattooed Chef issued a joint press release announcing the preliminary third quarter 2020 financial results for Tattooed Chef and reminding Forum’s stockholders to vote in favor of the Business Combination and all other related proposals at its special meeting of stockholders to be held in virtual format on Thursday, October 15, 2020 at 9:00 a.m. | ea127904-8k_forummerger2.htm |
| 2020-10-01 | 8-K | 2020-09-30 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.03 On September 30, 2020, Forum Merger II Corporation (the “Forum”) filed with the Secretary of State of the State of Delaware an amendment (the “Extension Amendment”) to Forum’s amended and restated certificate of incorporation to extend the date by which Forum has to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses from September 30, 2020 to October 30, 2020 (the “Extension”). 5.07 On September 30, 2020, at the Special Meeting, a total of 17,603,702 (or 68.63%) of Forum’s issued and outstanding shares of Class A common stock and Class B common stock held of record as of August 24, 2020, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. 7.01 In connection with the Extension, none of Forum’s public shares were redeemed. | ea127616-8k_forummerger2.htm |
| 2020-09-29 | 8-K | 2020-09-28 | 7.01 Regulation FD Disclosure | 7.01 On September 28, 2020, Forum Merger II Corporation (“Forum”) issued a press release announcing, among other things, that it has scheduled a special meeting of its stockholders to approve its proposed business combination with Ittella International (“Tattooed Chef”) for Thursday, October 15, 2020 at 9:00 a.m., Eastern time. | ea127497-8k_forummerger2.htm |
| 2020-09-28 | 8-K | 2020-09-26 | 7.01 Regulation FD Disclosure | 7.01 On September 26, 2020, Forum Merger II Corporation (“Forum”) issued a press release announcing that stockholders holding more than 65% of Forum’s outstanding shares of common stock have submitted proxies to vote in favor of Forum’s extension of the date by which Forum has to consummate a business combination from September 30, 2020 to October 30, 2020. | ea127423-8k_forummerger2.htm |
| 2020-09-25 | 8-K | 2020-09-25 | 7.01 Regulation FD Disclosure | 7.01 Furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein is the investor presentation to be used by Forum Merger II Corporation (“Forum”) and Ittella International (“Tattooed Chef”) at investor presentations in connection with their proposed business combination (the “Business Combination”). | ea127367-8k_forummerger2.htm |
| 2020-09-24 | 8-K | 2020-09-24 | 8.01 Other Events | 8.01 On September 24, 2020, Forum Merger II Corporation (“Forum”) issued a press release announcing that it has convened and then adjourned, without conducting any business, its special meeting of stockholders relating to the extension of the date by which Forum has to consummate its initial business combination from September 30, 2020 to October 30, 2020 (the “Extension”), and will reconvene such special meeting at 9:00 a.m., Eastern time, on September 30, 2020. | ea127319-8k_forummerger2.htm |
| 2020-09-21 | 8-K | 2020-09-21 | 7.01 Regulation FD Disclosure | 7.01 In connection with the previously announced business combination (the “Business Combination”) between Forum Merger II Corporation (“Forum”) and Ittella International (“Tattooed Chef”), on September 21, 2020, Forum and Tattooed Chef issued a joint press release reminding Forum’s stockholders to vote in favor of the proposal to extend the date by which Forum has to consummate its initial business combination from September 30, 2020 to October 30, 2020 (the “Extension”) and the related adjournment proposal at its special meeting of stockholders to be held in virtual format on Thursday, September 24, 2020 at 8:30 a.m. | ea127111-8k_forummerger2.htm |
| 2020-09-17 | 8-K | 2020-09-17 | 7.01 Regulation FD Disclosure | 7.01 In connection with the previously announced business combination (the “Business Combination”) between Forum Merger II Corporation (“Forum”) and Ittella International (“Tattooed Chef”), on September 17, 2020, Forum and Tattooed Chef issued a joint press release announcing the second quarter 2020 financial results for Tattooed Chef. | ea126985-8k_forummerger2.htm |
| 2020-08-24 | 8-K | 2020-08-24 | 7.01 Regulation FD Disclosure | 7.01 In connection with the previously announced business combination (the “Business Combination”) between Forum Merger II Corporation (“Forum” or the “Company”) and Ittella International (“Tattooed Chef”), on August 24, 2020, Tattooed Chef issued a press release announcing that it has appointed Charles (“Chuck”) F. Cargile as its Chief Financial Officer, effective on August 24, 2020. | ea125952-8k_forummerger2.htm |
| 2020-08-11 | 8-K | 2020-08-10 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 The Company expects the closing of the Business Combination to occur in early October, as soon as practicable after the stockholder meeting held to approve the Business Combination, subject to the satisfaction or waiver of the closing conditions in the Merger Agreement. | ea125339-8k_forummerger2.htm |
| 2020-07-27 | 8-K | 2020-07-27 | 7.01 Regulation FD Disclosure | 7.01 In connection with the previously announced business combination (the “Business Combination”) between Forum Merger II Corporation (“Forum”) and Ittella International (“Tattooed Chef”), on July 27, 2020, Forum and Tattooed Chef issued a joint press release announcing the preliminary second quarter 2020 financial results for Tattooed Chef. | ea124562-8k_forummerger2.htm |
| 2020-06-22 | 8-K | 2020-06-22 | 7.01 Regulation FD Disclosure | 7.01 In connection with the previously announced business combination (the “Business Combination”) between Forum Merger II Corporation (“Forum”) and Ittella International (“Tattooed Chef”), on June 22, 2020, Forum and Tattooed Chef issued a press release announcing that members of management of Tattooed Chef will virtually present at the Jefferies Consumer Conference on Tuesday, June 23, 2020. | ea123288-8k_forummerger2.htm |
| 2020-06-12 | 8-K | 2020-06-11 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On June 12, 2020, Forum and Ittella Parent held an investor call to discuss the Business Combination. | ea122974-8k_forummerger2.htm |
| 2020-06-12 | 8-K | 2020-06-12 | 7.01 Regulation FD Disclosure | 7.01 On June 12, 2020, Forum Merger II Corporation (“Forum”) and Myjojo, Inc. (“Ittella Parent”) issued a press release announcing the execution of an agreement and plan of merger (“Merger Agreement”) relating to a proposed business combination (the “Business Combination”) between the Company and Ittella Parent. | ea122985-8k_forummerger2.htm |
| 2020-06-08 | 8-K | 2020-06-08 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.03 On June 8, 2020, Forum Merger II Corporation (the “Company”) filed with the Secretary of State of the State of Delaware an amendment (the “Extension Amendment”) to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses from June 10, 2020 to September 30, 2020 (the “Extension”). 5.07 On June 8, 2020, at the Special Meeting, a total of 18,495,348 (or 72.11%) of the Company’s issued and outstanding shares of Class A common stock and Class B common stock held of record as of May 13, 2020, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. 7.01 In connection with the Extension, none of the Company’s public shares were redeemed. | ea122807-8k_forummerger2.htm |
| 2020-06-03 | 8-K | 2020-06-03 | 7.01 Regulation FD Disclosure | 7.01 As previously disclosed, Forum Merger II Corporation (the “Company”) entered into a letter of intent relating to a potential business combination with a high-growth, plant-based food company with a broad portfolio of innovative products. | ea122609-8k_forummerger2.htm |
| 2020-05-13 | 8-K | 2020-05-13 | 7.01 Regulation FD Disclosure | 7.01 On May 13, 2020, Forum Merger II Corporation (the “Company”) issued a press release to announce that it has entered into a letter of intent and expects to enter into a definitive agreement relating to a potential business combination with a high-growth, plant-based food company with a broad portfolio of innovative products. | ea121761-8k_forummergii.htm |
| 2020-02-07 | 8-K | 2020-01-07 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.03 On February 7, 2020, Forum Merger II Corporation (the “Company”) filed with the Secretary of State of the State of Delaware an amendment (the “Extension Amendment”) to the Company’s amended and restated certificate of incorporation to extend the date by which the Company has to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses from February 7, 2020 to June 10, 2020, or such earlier date as determined by the Company’s board of directors in its sole discretion (the “Extension”). 5.07 On February 7, 2020, at the Special Meeting, a total of 19,876,961 (77.48%) of the Company’s issued and outstanding shares of Class A common stock and Class B common stock held of record as of January 15, 2020, the record date for the Special Meeting, were present either in person or by proxy, which constituted a quorum. 7.01 In connection with the Extension, 4,589 shares out of a total of 20,000,000 shares of the Company's public shares were redeemed. | f8k010720_forummerger2.htm |
| 2020-01-03 | 8-K | 2020-01-02 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On January 2, 2020, Forum Merger II Corporation (the “Company”) received a letter (the “Notification Letter”) from the staff of the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that the Company no longer complies with Nasdaq Listing Rule 5620(a) for continued listing due to its failure to hold an annual meeting of stockholders within twelve months of the end of the Company’s fiscal year ended December 31, 2018. | f8k010220_forummerger2.htm |
| 2018-09-11 | 8-K | 2018-09-11 | 8.01 Other Events | 8.01 On September 11, 2018, Forum Merger II Corporation (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that, commencing September 12, 2018, holders of the units sold in the Company’s initial public offering (the “Units”) may elect to separately trade the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and warrants (the “Warrants”) included in the Units. | f8k091118_forummerger2.htm |
| 2018-08-13 | 8-K | 2018-08-07 | 8.01 Other Events | 8.01 On August 7, 2018, Forum Merger II Corporation (the “Company”) consummated its initial public offering (“IPO”) of 20,000,000 units (the “Units”). | f8k080718_forummerger2.htm |
| 2018-08-08 | 8-K | 2018-08-02 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 3.02 Simultaneously with the closing of the IPO, pursuant to the Private Placement Unit Subscription Agreement, dated August 2, 2018, by and between the Company and the Sponsor, filed as Exhibit 10.5 to this Current Report on Form 8-K, and pursuant to the Private Placement Unit Subscription Agreement, dated August 2, 2018, by and among the Company and the Underwriters, filed as Exhibit 10.6 to this Current Report on Form 8-K, the Company completed the private sale of an aggregate of 655,000 units (the “Private Placement Units”). 5.03 On August 2, 2018, in connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation with Secretary of State of the State of Delaware, effective the same day. 8.01 A total of $200,000,000, comprised of $196,000,000 of the proceeds from the IPO (which amount includes $7,000,000 of the underwriters’ deferred discount) and $4,000,000 of the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. | f8k0818_forummerger2.htm |