As filed with the Securities and Exchange Commission on September 11, 2020.

 

Registration No. 333-245047

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

MUSCLE MAKER, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   5810   47-2555533
(State or other jurisdiction of   (Primary Standard Industrial   (I.R.S. Employer

incorporation or organization)

  Classification Code Number)   Identification Number)

 

308 East Renfro Street, Suite 101

Burleson, Texas 76028

(682) 708-8250

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Michael J. Roper

Chief Executive Officer

Muscle Maker, Inc.

308 East Renfro Street, Suite 101

Burleson, Texas 76028

(682) 708-8250

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:
 

Stephen M. Fleming, Esq.

Fleming PLLC

30 Wall Street, 8th Floor

New York, New York 10005

Tel. (516) 833-5034

Fax: (516) 977-1209

 

Christopher J. Bellini, Esq.

Cozen O’Connor P.C.

33 South 6th Street, Suite 3800

Minneapolis, MN 55402

Tel: (612) 260-9029

Fax: (612) 260-9091

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. [X]

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ] Accelerated filer [  ]
Non-accelerated filer [X] Smaller reporting company [X]
    Emerging growth company [X]

 

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 7(a)(2)(B) of the Securities Act. [  ]

 

This post-effective amendment shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.

 

 

 

 

 

 

Explanatory Note

 

This Post-Effective Amendment No. 1 (this “Amendment”) relates to the Registrant’s Registration Statement on Form S-1 (File No. 333-245047), declared effective on September 10, 2020 by the Securities and Exchange Commission. The Registrant is filing this Amendment for the sole purpose of replacing Exhibit 5.1 to the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration Statement other than Item 16(a) of Part II as set forth below.

 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a) Exhibits.

 

Exhibit

Number

  Description of Document
   
5.1   Opinion of Fleming PLLC.
   
23.2   Consent of Fleming PLLC (included in Exhibit 5.1).
   
24.1   Power of Attorney (included on the signature page of the Registration Statement on Form S-1, as amended (File No. 333-245047), filed with the Commission on August 12, 2020 and incorporated herein by reference).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Burleson, State of Texas, on September 11, 2020.

 

  MUSCLE MAKER, INC.
     
  By:

/s/ Michael J. Roper

    Michael J. Roper
    Chief Executive Officer

 

SIGNATURES AND POWER OF ATTORNEY

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Michael J. Roper   Chief Executive Officer, Secretary   September 11, 2020
Michael J. Roper   (principal executive officer)    
         
/s/ Ferdinand Groenewald   Chief Financial Officer   September 11, 2020
Ferdinand Groenewald   (principal financial and accounting officer)    
         
/s/ Kevin Mohan   Chief Investment Officer and Chairman of the Board   September 11, 2020
Kevin Mohan        
         
/s/ *   Director   September 11, 2020
Paul L. Menchik        
         
/s/ *   Director   September 11, 2020
John Marques        
         
/s/ *   Director   September 11, 2020
Peter S. Petrosian        
         
/s/ *   Director   September 11, 2020
Omprakash Vajinapalli        
         
/s/ *   Director   September 11, 2020
Jeff Carl        
         
/s/ *   Director   September 11, 2020
Stephen A. Spanos        
         
/s/ *   Director   September 11, 2020
A.B. Southall III        

 

 

 

 

Exhibit 5.1

 

Fleming PLLC

 

30 WALL STREET 8TH FLOOR NEW YORK NEW YORK 10005

 

TEL 516 833 5034 FAX 516 977 1209 WWW.FLEMINGPLLC.COM

 

September 11, 2020

 

Muscle Maker, Inc.

308 East Renfro Street, Suite 101

Burleson, Texas 76028

 

Ladies and Gentlemen:

 

At your request, we have examined the Registration Statement on Form S-1 (File Number 333-245047) (the “Registration Statement”) filed by Muscle Maker, Inc., a Nevada corporation (the “Company”), with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of up to 4,088,235 shares of the Company’s Common Stock (the “Stock”), consisting of (i) up to 3,788,235 shares of the Company’s Common Stock that will be issued by the Company (the “Company Shares”) and (ii) up to 300,000 shares of the Company’s Common Stock (collectively, the “Selling Stockholders’ Shares”) that will be sold by a selling stockholder of the Company (the “Selling Stockholder”).

 

In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following: (1) the Company’s Amended and Restated Articles of Incorporation (the “Articles”); (2) The Company’s Bylaws (the “Bylaws”); (3) the Registration Statement, together with the Exhibits filed as a part thereof or incorporated therein by reference; and (4) the Underwriting Agreement to be entered between the Company and Alexander Capital, L.P. We have also examined such corporate records and other agreements, documents and instruments, and such certificates or comparable documents of public officials and officers and representatives of the Company, and have made such inquiries of such officers and representatives and have considered such matters of law as we have deemed appropriate as the basis for the opinion hereinafter set forth.

 

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us, and the due authorization, execution and delivery of all documents by the Selling Stockholders where due authorization, execution and delivery are prerequisites to the effectiveness thereof.

 

We are attorneys admitted to practice in New York. We are familiar with the applicable provisions of the Nevada Revised Statutes, the applicable provisions of the Nevada Constitution and reported judicial decisions interpreting these laws, and we have made such inquiries with respect thereto as we consider necessary to render this opinion with respect to a Nevada corporation. This opinion letter is opining upon and is limited to the current federal securities laws of the United States and, as set forth above, Nevada law, including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction.

 

In connection with our opinions expressed below, we have assumed that, at or prior to the time of the issuance, if not already outstanding, and the delivery of any shares of Stock, the Registration Statement will have been declared effective under the Securities Act, that the shares of Stock will have been registered under the Securities Act pursuant to the Registration Statement and that such registration will not have been modified or rescinded, and that there will not have occurred any change in law affecting the validity of the issuance of such shares of Stock.

 

 

 

 

Based upon the foregoing, it is our opinion that:

 

  1. The up to 3,788,235 Company Shares to be issued and sold by the Company pursuant to the Registration Statement, when issued, sold and delivered in the manner and for the consideration stated in the Registration Statement will be validly issued, fully paid and nonassessable;
     
  2. The up to 300,000 Selling Stockholder’s Shares to be sold by the Selling Stockholder pursuant to the Registration Statement are validly issued, fully paid and nonassessable; and

 

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement and any amendments thereto. In rendering the opinions set forth above, we are opining only as to the specific legal issues expressly set forth therein, and no opinion shall be inferred as to any other matter or matters.

 

This opinion is intended solely for use in connection with issuance and sale of shares of Stock subject to the Registration Statement and is not to be relied upon for any other purpose. This opinion is rendered as of the date first written above and based solely on our understanding of facts in existence as of such date after the aforementioned examination. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify any of the opinions expressed herein.

 

  Very truly yours,
   
  /s/ Fleming PLLC
  Fleming PLLC