Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 19, 2022, Muscle Maker, Inc. (the "Company") formed Sadot LLC, a
Delaware limited liability company and a wholly owned subsidiary of the Company
("Sadot"). On November 14, 2021 (the "Effective Date"), the Company, Sadot and
Aggia LLC FC, a company formed under the laws of United Arab Emirates ("Aggia")
entered into a Services Agreement whereby Sadot engaged Aggia to provide certain
advisory services to Sadot for creating, acquiring and managing Sadot's business
of delivering food farm to table, wholesaling food and engaging in the purchase
and sale of physical food commodities. The closing date of the Services
Agreement was November 16, 2022. The parties entered into an Addendum 1 to the
Services Agreement on November 17, 2022.
Subject to certain net income thresholds, Aggia has the right to nominate up to
eight directors (the "Designated Directors") to the Board of Directors (the
"Board") of the Company, seven of which will meet the independence requirements
of the NASDAQ Capital Market and the Company will take such actions as
reasonably required to name the directors which Aggia has the right to nominate
to the Board. On December 27, 2022, Aggia nominated Benjamin Petel as the
initial Designated Director and the Board voted to increase the size of the
Board from seven to eight and appointed Mr. Petel as a director of the Company
to fill such vacancy.
Mr. Petel has been appointed as the Company's managing member representative for
Sadot. Mr. Petel will serve as a director until the Company's next annual
meeting of stockholders and until his successor is elected and duly qualified.
Mr. Petel will receive an annual cash fee of $22,000 and $8,000 annually in
shares of common stock both of which are paid quarterly. The equity component
utilizes the closing price as of the last day of the quarter. Since January 1,
2020, the Company and Mr. Petel have not entered into any transaction nor is
there any currently proposed transaction, in which the Company was or is to be a
participant involving an amount exceeding $120,000, and in which Mr. Petel had
or will have a direct or indirect material interest.
Mr. Petel, age 44, has been engaged as a Business Development Specialist in the
global agricultural commodity trading field for the past decade. His experience
spans across the various aspects of international commodity trading, finance and
operations. In addition, Mr. Petel has worked in other fields as a Business
Development and strategic networking expert, initiating and executing
multi-million dollar projects across the globe. From 2019 through 2022, Mr.
Petel has been engaged as a Business Development Specialist and consultant to
various agriculture and food companies in capacities ranging from corporate
finance and M&A to commercial development and operational control. In addition,
from 2015 and until 2019, Mr. Petel served as a strategic networking specialist
in various fields and industries. Mr. Petel received a Bachelor of Arts in
Business Administration and General Management from Bar-Ilan University in 2014.
Based on his experience within the wholesale food industry, the Company has
deemed Mr. Petel as a fit to serve on the Board.
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