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.
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 | | | | |
