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 October 22, 2021, Belmont Acquisition, Inc., a wholly owned subsidiary of Tattooed Chef, Inc. (the “Company”, “we” and “our”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Belmont Confections, Inc. (“BCI”). BCI is engaged in the business of manufacturing and selling nutrition bars.
Under the terms of the Purchase Agreement, the Company will acquire substantially all of the assets, and assume certain specified liabilities, of BCI, for an aggregate purchase price of approximately $18 million plus the assumption of the assumed liabilities, subject to adjustment as set forth in the Purchase Agreement. Four million dollars of the purchase price shall be paid in the form of the Company’s Common Stock. The number of shares of the Company’s Common Stock payable at closing shall be determined by using the average closing price of the Company’s Common Stock over the three (3) days preceding the closing. The remainder of the purchase price shall be paid in cash. The closing under the Purchase Agreement is subject to customary closing conditions.
The foregoing descriptions of the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 10.1 to this current report on Form 8-K, and is incorporated herein by reference.
Item 8.01 Other Events.
On October 26, 2021, the Company issued a press release announcing that it has entered into the 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 | Asset Purchase Agreement between Belmont Confections, Inc. and BCI Acquisition, Inc. | |
99.1 | Press Release dated October 26, 2021. | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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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: October 26, 2021
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