SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 6, 2023
TATTOOED CHEF, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction |
|(Commission File Number)||(IRS Employer|
6305 Alondra Boulevard
Paramount, California 90723
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (562) 602-0822
(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:
|o||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|o||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|o||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|o||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|
|Common stock, par value $0.0001 per share||TTCF|
The Nasdaq 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 o
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 8.01 Other Events
As previously disclosed, on February 17, 2023, Tattooed Chef, Inc., a Delaware corporation (the “Company”), filed a petition in the Delaware Court of Chancery pursuant to Section 205 of the Delaware General Corporation Law seeking validation of (i) the Company’s Second Amended and Restated Certificate of Incorporation (the “New Certificate”), which, among other things, included (a) a reclassification all Class A common stock shares and Class B common stock shares into a single class of common stock (“Common Stock” and such reclassification, the “Reclassification”), and (b) upon completion of the Reclassification, an increase in the number of authorized shares of Common Stock of the Company (the “Common Stock Increase Amendment”), and (ii) the shares issued in reliance on the effectiveness of the New Certificate and Common Stock Increase Amendment to resolve any uncertainty with respect to those matters. The Section 205 proceeding filed by the Company in the Court of Chancery is captioned In re Tattooed Chef, Inc., C.A. No. 2023-0207-LWW (Del. Ch.).
On March 6, 2023, the Court of Chancery held a hearing in the Section 205 proceeding and issued an order granting the Company’s petition validating the New Certificate, the Common Stock Increase Amendment and all shares of capital stock of the Company issued in reliance on the effectiveness of the New Certificate and the Common Stock Increase Amendment, and all other corporate actions and transactions taken in reliance on the effectiveness of the New Certificate and the Common Stock Increase Amendment. A copy of the Court’s order is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
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|
|Title:||Chief Executive Officer|
|Date: March 7, 2023|
RLF1 28652852v.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE TATTOOED CHEF, INC. ) ) C.A. No. 2023-0207-LWW [PROPOSED] FINAL ORDER AND JUDGMENT WHEREAS, this Court having reviewed the Verified Petition for Relief Pursuant to 8 Del. C. § 205 (the “Petition”) filed by petitioner Tattooed Chef, Inc. the Court having considered the factors in 8 Del. C. § 205(d), and for good cause having been shown, IT IS HEREBY ORDERED this ___ day of __________, 2023, that: 1. The Common Stock Increase Amendment and New Certificate of Incorporation, including the filing and effectiveness thereof, are hereby validated and declared effective as of 12:19 p.m. (EDT) on October 15, 2020.1 2. All shares of capital stock of the Company issued in reliance on the effectiveness of the Common Stock Increase Amendment and New Certificate of Incorporation, including 65,118,913 shares of Common Stock issued by the Company in connection with or after the Merger, are hereby validated and declared effective as of the date and time of the original issuance of such shares. 3. The above-captioned action is hereby CLOSED. The Honorable Lori W. Will 1 Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Petition. GRANTED Exhibit 99.1
This document constitutes a ruling of the court and should be treated as such. Court: DE Court of Chancery Civil Action Judge: Lori W. Will File & Serve Transaction ID: 69250530 Current Date: Mar 06, 2023 Case Number: 2023-0207-LWW Case Name: In re Tattooed Chef, Inc. Court Authorizer: Lori W. Will Court Authorizer Comments: The petition is granted pursuant to Section 205(a) of the Delaware General Corporation Law for the reasons set forth in the court's March 6, 2023 bench ruling. See transcript; see also Opinion Regarding Section 205 Petition, In re Lordstown Motors Corp., 2023-0083-LWW (Del. Ch. Feb. 21, 2023) (setting forth reasoning for granting similar relief in a Section 205 action). /s/ Judge Lori W. Will