Equity | 17. Equity Stock Option and Stock Issuance Plan 2021 Plan The Company’s board of directors and shareholders approved and adopted on October 7, 2021 the 2021 Equity Incentive Plan (“2021 Plan”), effective on September 16, 2020 under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2021 Plan, the Company reserved 1.5 0.7 0.8 2023 Plan The Company’s board of directors and shareholders approved and adopted on February 28, 2023 the 2023 Equity Incentive Plan (“2023 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2023 Plan, the Company reserved 2.5 0.2 0.1 Common Stock Issuances On January 6, 2022, the Company authorized the issuance of an aggregate of 39.6 On January 18, 2022, the Company issued an aggregate of 30.0 15.6 On March 31, 2022, the Company authorized the issuance of an aggregate of 0.1 On April 4, 2022, the Company authorized the issuance of 20.0 On June 8, 2022, the Company authorized the issuance of 5.0 On June 30, 2022, the Company recognized 30.9 On July 14, 2022, the Company authorized the issuance of an aggregate of 0.1 On October 12, 2022, the Company authorized the issuance of an aggregate of 0.1 On November 29, 2022, the Company authorized the issuance of an aggregate of 0.4 Muscle Maker, Inc. Notes to the Condensed Consolidated Financial Statements (Unaudited) On January 5, 2023, the Company authorized the issuance of an aggregate of 31.3 On March 27, 2023, the Company authorized the issuance of 2.8 On May 25, 2023, the Company authorized the issuance of 2.7 Change in fair value of accrued compensation on the Unaudited Condensed Consolidated Statement of Operations is made up of the difference between the agreed upon issuance price, per the servicing agreement with Aggia and the market price on the day of issuance. For three and six months ended June 30, 2023, Change in fair value of accrued compensation was $ 0.3 0.9 Private Placements On April 7, 2021, the Company entered into a Securities Purchase Agreement with an accredited investor (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) pursuant to which the investor agreed to purchase from the Company for an aggregate purchase price of approximately $ 10.0 1.3 4.1 2.9 2.43 2.42 0.01 2.43 5.5 The Securities Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties thereto. Pursuant to the Securities Purchase Agreement, the Company was required to register the resale of the shares and the shares issuable upon exercise of the common warrant and the pre-funded warrant. The Company prepared and filed a registration statement with the Securities and Exchange Commission within 30 90 Pursuant to a placement agency agreement, dated April 6, 2021, between the Company and A.G.P./Alliance Global Partners (the “Placement Agent”) entered into in connection with the Private Offering, the Placement Agent acted as the sole placement agent for the Private Placement and the Company has paid customary placement fees to the Placement Agent, including a cash fee equal to 8.0 4.0 2.916 six months five years On November 17, 2021, the Company entered into a Securities Purchase Agreement with accredited investors (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) pursuant to which the investors (the “Purchasers”) agreed to purchase from the Company for an aggregate purchase price of approximately $ 15.0 6.8 0.0001 10.8 4.1 1.385 1.3849 0.0001 1.385 5 Muscle Maker, Inc. Notes to the Condensed Consolidated Financial Statements (Unaudited) The Securities Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties thereto. Pursuant to the Securities Purchase Agreement, the Company is required to register the resale of the shares and the shares issuable upon exercise of the common warrant and the pre-funded warrant. The Company was required to prepare and file a registration statement with the Securities and Exchange Commission within 30 90 Pursuant to a placement agency agreement, dated November 17, 2021, between the Company and A.G.P./Alliance Global Partners (the “Placement Agent”) entered into in connection with the Private Offering, the Placement Agent acted as the sole placement agent for the Private Placement and the Company has paid customary placement fees to the Placement Agent, including a cash fee equal to 8.0 4.0 1.662 six months five years Restricted Stock Awards Per Addendum 2, on July 14, 2023, the Company issued Restricted Share Awards (“RSA’s”) to Aggia. For further information see Note 19 – Subsequent events. These RSA are considered issued as of the effective date on April 1, 2023. Pursuant to the Services Agreement these RSA’s vest on a progressive schedule, at a rate equal to the Net Income of Sadot Agri-Foods, calculated quarterly divided by $ 3.125 40 1.25 Muscle Maker, Inc. Notes to the Condensed Consolidated Financial Statements (Unaudited) At June 30, 2023, there was $ 8.0 Summary of Activity Related Restricted Stock Awards Total RSA’s Weighted-average $ Outstanding at December 31, 2022 — — Granted 8,855,452 1.25 Forfeited — — Vested (854,714 ) 1.25 Outstanding at June 30, 2023 8,000,738 1.25 See Note 15 – Commitments and contingencies for further details on Restricted Share Awards. Warrant and Option Valuation The Company has computed the fair value of warrants granted and options accrued for as accrued compensation expense using the Black-Scholes option pricing model. The expected term used for warrants and options issued to non-employees is the contractual life. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected term of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Options On February 27, 2023, the Company issued options to purchase an aggregate of 0.5 1.51 On March 15, 2023, the Company issued options to purchase 0.1 1.51 Muscle Maker, Inc. Notes to the Condensed Consolidated Financial Statements (Unaudited) A summary of option activity is presented below: Schedule of Option Activity Weighted-average Number of Weighted-average Aggregate intrinsic value $ $’000 Outstanding, December 31, 2021 5.00 100,000 1.91 — Granted 0.41 312,500 5.21 12 Exercised — — N/A — Forfeited — — N/A — Outstanding, June 30, 2022 1.52 412,500 4.29 — Expected to vest, June 30, 2022 0.41 296,875 5.21 — Exercisable and vested, June 30, 2022 4.38 115,625 1.93 — Outstanding, December 31, 2022 1.52 412,500 3.53 156 Granted 1.51 600,000 5.92 — Exercised — — N/A — Forfeited — — N/A — Outstanding, June 30, 2023 1.51 1,012,500 4.75 244 Expected to vest, June 30, 2023 1.17 776,857 5.30 195 Exercisable and vested, June 30, 2023 2.64 235,643 2.92 59 The Company has estimated the fair value of the options using the Black-Scholes model using the following assumptions: Schedule of Valuation Assumptions Six Months Ended Risk free interest rate 3.54 4.93 % Expected term (years) 5.63 Expected volatility 53.99 69.02 % Expected dividends — Warrants On January 3, 2022, the Company issued 1.2 1.2 On February 24, 2022, the Company issued 1.2 1.2 On November 29, 2022, the Company issued 0.4 44 Muscle Maker, Inc. Notes to the Condensed Consolidated Financial Statements (Unaudited) A summary of warrants activity during the six months ended June 30, 2023 and 2022 is presented below: Schedule of Warrants Activity Number of Weighted-average Weighted-average $ Outstanding, December 31, 2021 20,284,016 1.66 3.99 Granted — — N/A Exercised (2,410,110 ) — N/A Forfeited — — N/A Outstanding, June 30, 2022 17,873,906 1.89 4.03 Exercisable, June 30, 2022 17,873,906 1.89 4.03 Outstanding, December 31, 2022 18,033,640 1.93 3.51 Granted — — N/A Exercised — — N/A Forfeited — — N/A Outstanding, June 30, 2023 18,033,640 1.93 3.01 Exercisable, June 30, 2023 18,033,640 1.93 3.01 Stock-Based Compensation Expense Stock-based compensation related to restricted stock issued to employees, directors and consultants, warrants and warrants to consultants amounted to $ 1.1 4.6 0.1 0.1 44.9 0.1 44.9 0.1 1.1 4.4 no Muscle Maker, Inc. Notes to the Condensed Consolidated Financial Statements (Unaudited) | NOTE 17 – EQUITY Equity Authorized Capital On October 7, 2021, the shareholders approved to amend the Company’s articles of incorporation to increase the number of authorized shares of common stock from 25,000,000 50,000,000 0.0001 50,000,000 0.0001 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock Option and Stock Issuance Plan 2020 Plan The Company’s board of directors and shareholders approved and adopted on October 27, 2020 the 2020 Equity Incentive Plan (“2020 Plan”), effective on October 27, 2020 under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2020 Plan, the Company reserved 1,750,000 889,756 2021 Plan The Company’s board of directors and shareholders approved and adopted on October 7, 2021 the 2021 Equity Incentive Plan (“2021 Plan”), effective on September 16, 2020 under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2021 Plan, the Company reserved 1,500,000 625,120 312,500 Common Stock Issuances On February 3, 2021, the Company issued an aggregate of 20,000 42,600 On April 30, 2021, the Company issued an aggregate of 10,000 14,700 On May 6, 2021, the Company issued an aggregate of 150,000 214,500 127,500 On May 27, 2021, the Company cancelled 11,879 11,879 On August 24, 2021, the Company issued an aggregate of 15,000 20,999 On August 26, 2021, the Company issued an aggregate of 1,100 1,540 On October 11, 2021, the Company issued an aggregate of 40,000 40,800 On October 22, 2021, the Company issued an aggregate of 15,000 15,150 On December 3, 2021, the Company issued 82,500 84,975 On December 7, 2021, the Company issued an aggregate of 160,000 177,600 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On December 27, 2021, the Company issued 10,000 7,400 On January 3, 2022, the Company authorized the issuance of an aggregate of 1,200,000 1,200,215 On January 6, 2022, the Company authorized the issuance of an aggregate of 39,573 On January 18, 2022, the Company issued an aggregate of 30,000 15,600 On February 24, 2022, the Company authorized the issuance of an aggregate of 1,209,604 1,210,110 On March 31, 2022, the Company authorized the issuance of an aggregate of 53,961 On April 4, 2022, the Company authorized the issuance of 20,000 On June 8, 2022, the Company authorized the issuance of 5,000 On June 30, 2022, the Company recognized 30,910 On July 14, 2022, the Company authorized the issuance of an aggregate of 74,019 On October 12, 2022, the Company authorized the issuance of an aggregate of 75,792 On November 29, 2022, the Company authorized the issuance of an aggregate of 438,085 See Note 15 – Commitments and Contingencies – Consulting Agreements and Board Compensation for details related to additional stock issuances during the years ended December 31, 2022 and 2021. Private Placements On April 7, 2021, the Company entered into a Securities Purchase Agreement with an accredited investor (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) pursuant to which the investor agreed to purchase from the Company for an aggregate purchase price of approximately $ 10,000,000 (i) 1,250,000 shares of common stock of the Company (ii) a common stock purchase warrant to purchase up to 4,115,227 shares of common stock (the “Common Warrant”) and (iii) a pre-funded common stock purchase warrant to purchase up to 2,865,227 shares of common stock (the “pre-funded warrant”). Each share and accompanying common warrant is being sold together at a combined offering price of $ 2.43 per share and Common Warrant, and each pre-funded warrant and accompanying common warrant is being sold together at a combined offering price of $ 2.42 per pre-funded warrant and accompanying common warrant. The pre-funded warrant is immediately exercisable, at a nominal exercise price of $ 0.01 per share, and may be exercised at any time until the pre-funded warrant is fully exercised. The common warrant will have an exercise price of $ 2.43 per share, are immediately exercisable and will expire 5.5 years from the date of issuance. The Private Placement closed on April 9, 2021. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Securities Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties thereto. Pursuant to the Securities Purchase Agreement, the Company was required to register the resale of the shares and the shares issuable upon exercise of the common warrant and the pre-funded warrant. The Company prepared and filed a registration statement with the Securities and Exchange Commission within 30 days of the date of the Securities Purchase Agreement and to used commercially reasonable efforts to have the registration statement declared effective within 90 days of the closing of the Private Placement. Pursuant to a placement agency agreement, dated April 6, 2021, between the Company and A.G.P./Alliance Global Partners (the “Placement Agent”) entered into in connection with the Private Offering, the Placement Agent acted as the sole placement agent for the Private Placement and the Company has paid customary placement fees to the Placement Agent, including a cash fee equal to 8 4 2.916 On November 17, 2021, the Company entered into a Securities Purchase Agreement with accredited investors (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) pursuant to which the investors (the “Purchasers”) agreed to purchase from the Company for an aggregate purchase price of approximately $ 15,000,000 6,772,000 0.0001 10,830,305 4,058,305 1.385 1.3849 0.0001 1.385 5 The Securities Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties thereto. Pursuant to the Securities Purchase Agreement, the Company is required to register the resale of the shares and the shares issuable upon exercise of the common warrant and the pre-funded warrant. The Company was required to prepare and file a registration statement with the Securities and Exchange Commission within 30 days of the date of the Securities Purchase Agreement and used commercially reasonable efforts to have the registration statement declared effective within 90 days of the closing of the Private Placement. Pursuant to a placement agency agreement, dated November 17, 2021, between the Company and A.G.P./Alliance Global Partners (the “Placement Agent”) entered into in connection with the Private Offering, the Placement Agent acted as the sole placement agent for the Private Placement and the Company has paid customary placement fees to the Placement Agent, including a cash fee equal to 8 4 1.662 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Restricted Common Stock On January 1, 2021, 1,200 On February 11, 2021, the Company issued an aggregate of 221,783 On April 4, 2022, the Company authorized the issuance of 20,000 At December 31, 2022, there was no restricted common stock outstanding. A summary of the activity related to the restricted common stock for the years ended December 31, 2022 and 2021, respectively, is presented below: Schedule of Activity Related to Restricted Common Stock Weighted-average grant date Total fair value Outstanding at January 1, 2021 1,200 $ 65.33 Granted 221,783 2.87 Forfeited — — Vested (222,983 ) 3.21 Outstanding at December 31, 2021 — — Granted 20,000 0.54 Forfeited — — Vested (20,000 ) 0.54 Outstanding at December 31, 2022 — $ — Warrant and Option Valuation The Company has computed the fair value of warrants granted and options accrued for as accrued compensation expense using the Black-Scholes option pricing model. The expected term used for warrants and options issued to non-employees is the contractual life. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected term of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Options On May 2, 2022, the Company, pursuant to the employment agreements, issued options to purchase an aggregate of 312,500 0.41 On October 10, 2022, the Company issued options to purchase 25,000 0.41 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS There were 25,000 A summary of option activity during the years ended December 31, 2022 and 2021 is presented below: Schedule of Option Activity Number of Weighted-average Weighted-average remaining options exercise price life (in years) Outstanding, January 1, 2021 300,000 $ 3.33 1.10 Issued — — Exercised — — Forfeited (200,000 ) 2.50 Outstanding, December 31, 2021 100,000 $ 5.00 1.92 Issued 337,500 0.41 4.40 Exercised — — Forfeited (25,000 ) 0.41 Outstanding, December 31, 2022 412,500 $ 1.52 3.56 Exercisable, December 31, 2022 144,375 $ 3.59 1.98 The Company has estimated the fair value of the options using the Black-Scholes model using the following assumptions: Schedule of Valuation Assumptions For the Year Ended December 31,2022 Risk free interest rate 1.53 4.33 % Expected term (years) 5 Expected volatility 59.10 156.87 % Expected dividends — Warrants On May 24, 2021, the Company issued 1,465,227 14,652 On May 28, 2021, the Company issued 1,400,000 14,000 On December 23, 2021, the Company issued 1,210,110 121 On January 3, 2022, the Company issued 1,200,000 1,200,215 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On February 24, 2022, the Company issued 1,209,604 1,210,110 On November 29, 2022, the Company issued 438,085 44 A summary of warrants activity during the years ended December 31, 2022 and 2021 is presented below: Schedule of Warrants Activity Weighted-average Weighted-average Number of exercise remaining life Warrants price (in years) Outstanding, January 1, 2021 2,582,857 $ 4.08 3.3 Issued 21,869,064 0.46 Exercised (4,075,337 ) 0.01 Forfeited (92,568 ) 19.99 Outstanding, December 31, 2021 20,284,016 $ 1.66 4.0 Issued 597,819 2.01 Exercised (2,848,195 ) 0.01 Forfeited — — Outstanding, December 31, 2022 18,033,640 $ 1.93 3.5 Exercisable, December 31, 2022 18,033,640 $ 1.93 3.5 The grant date fair value of warrants granted during the years ended December 31, 2022 and 2021 was established during the Private Placement. Stock-Based Compensation Expense Stock-based compensation related to restricted stock issued to employees, directors and consultants, warrants and warrants to consultants amounted to $ 140,377 2,207,046 140,377 2,200,274 6,772 |