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(Address
of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (i562) i602-0822
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:
io
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
io
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
io
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
io
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon
stock, par value $0.0001 per share
iTTCF
The iNasdaq Stock Market LLC
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 io
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. o
Item 1.01 Entry into a Material Definitive Agreement.
On November 23, 2022, Tattooed Chef, Inc. (the “Company”) received a $5,000,000 unsecured loan from the Company’s CEO and Chairman of the Board, Salvatore
Galletti. The Company, in turn, loaned that $5,000,000 on an unsecured basis to its operating subsidiary, Ittella International, LLC (“Ittella”).
The loan from Mr. Galletti to the Company is evidenced by a Promissory Note (the “Note”) that bears interest at the same rate as that payable to UMB Bank, N.A. (the “Bank”), the Company’s lender under its principal line of credit (i.e., the daily adjusting term SOFR rate + 3.0% per annum), matures on September 30, 2025 (the “Maturity Date”), and is payable interest only, monthly, until the Maturity Date.
The
loan from the Company to Ittella is evidenced by a Subordinated Note (the “Junior Note”), which is subordinated in right of payment to obligations to the Bank pursuant to the terms of a Subordination Agreement between the Company and the Bank and consented to by Ittella (the “Subordination Agreement”). Interest on, maturity date of, and repayment terms of the Junior Note are identical to those of the Note.
Under the terms of the Subordination Agreement, regularly scheduled payments on the Junior Note are permitted so long as there are no defaults (and the payment would not cause a default) under the Bank’s loan documents. Both the Note and the Junior Note provide that if interest payments are at any
time prohibited under the Subordination Agreement, the amount of interest that would have otherwise been paid will be added to principal.
The foregoing descriptions of the Note, the Junior Note, and the Subordination Agreement do not purport to be complete and are subject to, and are qualified in their entirety by, reference to the full text of the Note, the Junior Note, and the Subordination Agreement, which are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2 and 10.3, and which are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
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.
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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.
