UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On May 2, 2021, Tattooed Chef, Inc. (the “Company”, “we” and “our”) entered 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.
Under the terms of the Purchase Agreement and the Facility Purchase Agreement, the Company will acquire all of the outstanding shares of stock of NMFD and all of the equity interests of Karsten, which owns a tortilla manufacturing facility, for an aggregate purchase price of approximately $35 million, subject to further adjustment as set forth in the Purchase Agreement and Facility Purchase Agreement, respectively. The closings under the Purchase Agreement and the Facility Purchase Agreement are each subject to customary closing conditions.
The foregoing descriptions of the Purchase Agreement and the Facility Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the Facility Purchase Agreement, which are attached as Exhibits 10.1 and 10.2, respectively, to this current report on Form 8-K, and are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment of Employment Agreement with Chief Financial Officer
On May 3, 2021, we amended the Employment Agreement with our Chief Operating Officer and Chief Financial Officer, Stephanie Dieckmann. The amendment increases her annual base salary, effective as of April 16, 2021, to reflect her appointment to Chief Financial Officer. Her appointment to Chief Financial Officer was effective as of April 15, 2021, as previously disclosed. Ms. Dieckmann will also continue to serve as our Chief Operating Officer. Attached as Exhibit 10.3 is the amendment to the Employment Agreement with Ms. Dieckmann.
Item 8.01 Other Events.
On May 3, 2021, the Company issued a press release announcing that it has entered into the Purchase Agreement and the Facility Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| EXHIBIT NUMBER | DESCRIPTION | |
| 10.1 | Purchase Agreement | |
| 10.2 | Facility Purchase Agreement | |
| 10.3 | Amendment to Employment Agreement | |
| 99.1 | Press Release dated May 3, 2021. |
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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.
| TATTOOED CHEF, INC. | ||
| By: | /s/ Salvatore Galletti | |
| Name: | Salvatore Galletti | |
| Title: | Chief Executive Officer | |
Date: May 4, 2021
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