As filed with the Securities and Exchange Commission on June 2, 2021
Registration No. 333-249890
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 2
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TATTOOED CHEF, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 001-38615 | | 82-5457906 |
(State or other jurisdiction of incorporation or organization) | | (Primary Standard Industrial Classification Code Number) | | (I.R.S. Employer Identification No.) |
6305 Alondra Blvd.
Paramount, California 90723
(562) 602-0822
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Salvatore Galletti
Chief Executive Officer
Tattooed Chef, Inc.
6305 Alondra Blvd.
Paramount, California 90723
(562) 602-0822
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Garett Sleichter, Esq.
Rutan & Tucker, LLP
18575 Jamboree Road, Suite 900
Irvine, CA 92612
Phone (714) 641-3495
Fax (714) 546-9035
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
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: ☒
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 statement number of the earlier effective registration statement for the same offering. ☒ File. No. 333-249890
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 ☒ | Smaller reporting company ☒ |
| | | Emerging growth company ☒ |
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 registration statement shall become effective upon filing in accordance with Rule 462(d) under the Securities Act of 1933.
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-249890) is filed pursuant to Rule 462(d) to update the incorporation by reference for Exhibit 10.1, add a new Exhibit 1.1 and update Exhibit 21.1 with respect to such Registration Statement.
PART II—INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | The following exhibits are filed as part of this Registration Statement: |
| | | | Incorporated by Reference |
Exhibit Number | | Description of Document | | Schedule/Form | | File Number | | Exhibits | | Filing Date |
| | | | | | | | | | |
1.1# | | Form of ATM Equity OfferingSM Sales Agreement, dated as of June 2, 2021, by and among Tattooed Chef, Inc., UMB Capital Corporation, and BofA Securities, Inc. | | | | | | | | |
| | | | | | | | | | |
2.1* | | Agreement and Plan of Merger, dated as of June 11, 2020, entered into by and among Forum, Sprout Merger Sub, Inc., Myjojo, Inc., a Delaware corporation, and Salvatore Galletti, in his capacity as the holder representative on August 10, 2020 | | Form 8-K | | 001-38615 | | 2.1 | | June 12, 2020 |
| | | | | | | | | | |
2.2* | | First Amendment to the Merger Agreement entered into by and among Forum, Sprout Merger Sub, Inc., Myjojo, Inc., a Delaware corporation, and Salvatore Galletti, in his capacity as the holder representative on August 10, 2020 | | Form 8-K | | 001-38615 | | 2.1 | | August 11, 2020 |
| | | | | | | | | | |
3.1* | | Amended and Restated Certificate of Incorporation | | Form 8-A12B/A | | 001-38615 | | 3.1 | | October 15, 2020 |
| | | | | | | | | | |
3.2* | | Amended and Restated Bylaws | | Form 8-A12B/A | | 001-38615 | | 3.2 | | October 15, 2020 |
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4.1* | | Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and Forum | | Form 8-K | | 001-38615 | | 4.1 | | August 8, 2018 |
| | | | | | | | | | |
5.1* | | Opinion of Rutan & Tucker, LLP | | Form S-1/A | | 333-249890 | | 5.1 | | November 17, 2020 |
| | | | | | | | | | |
10.1* | | Amended and Restated Registration Rights Agreement by and among Forum, Forum Investors II, LLC, and other stockholders | | Form 8-A12B/A | | 001-38615 | | 10.1 | | October 15, 2020 |
| | | | | | | | | | |
10.2* | | Employment Agreement with Salvatore Galletti | | Form 8-K | | 001-38615 | | 10.3 | | October 21, 2020 |
| | | | | | | | | | |
10.3* | | Employment Agreement with Giuseppe Bardari | | Form 8-K | | 001-38615 | | 10.4 | | October 21, 2020 |
| | | | | | | | | | |
10.4* | | Employment Agreement with Sarah Galletti | | Form 8-K | | 001-38615 | | 10.5 | | October 21, 2020 |
| | | | | | | | | | |
10.5* | | Employment Agreement with Stephanie Dieckmann | | Form 8-K | | 001-38615 | | 10.6 | | October 21, 2020 |
| | | | | | | | | | |
10.6* | | Amendment to Employment Agreement (Stephanie Dieckmann) | | Form 8-K | | 001-38615 | | 10.3 | | May 4, 2021 |
| | | | | | | | | | |
10.7* | | Form of Indemnification Agreement | | Form 8-K | | 001-38615 | | 10.7 | | October 21, 2020 |
| | | | | | | | | | |
10.8* | | 2020 Equity Incentive Plan | | Form 8-K | | 001-38615 | | 10.8 | | October 21, 2020 |
| | | | | | | | | | |
10.9* | | Loan and Security Agreement between Ittella Parent and Marquette Business Credit, LLC effective as of September 25, 2017, as amended. | | Form 8-K | | 001-38615 | | 10.9 | | October 21, 2020 |
| | | | | | | | | | |
10.10* | | General Merchandise Supplier Agreement between Ittella Parent and Wal-Mart Stores, Inc. dated August 31, 2017 (Agreement 607499-91-0) | | Form 8-K | | 001-38615 | | 10.10 | | October 21, 2020 |
| | | | | | | | | | |
10.11* | | General Merchandise Supplier Agreement between Ittella Parent and Wal-Mart Stores, Inc. dated August 28, 2017 for the supply of products to Sam’s Club store locations (Agreement 607499-64-1) | | Form 8-K | | 001-38615 | | 10.11 | | October 21, 2020 |
10.12* | | General Merchandise Supplier Agreement between Ittella and Wal-Mart Stores, Inc. dated February 3, 2020 for the supply of products to Sam’s Club store locations (Agreement 607499-64-2) | | Form 8-K | | 001-38615 | | 10.12 | | October 21, 2020 |
| | | | | | | | | | |
10.13* | | Basic Vendor Agreement between Ittella Parent and Costco Wholesale Corporation dated January 7, 2015 | | Form 8-K | | 001-38615 | | 10.13 | | October 21, 2020 |
| | | | | | | | | | |
10.14 | | Master Purchase Agreement between Ittella Parent and Aldi Inc., dated March 18, 2016. | | Form 8-K | | 001-38615 | | 10.14 | | October 21, 2020 |
| | | | | | | | | | |
10.15* | | Master Vendor Agreement between Ittella Parent and Trader Joe’s Company dated July 31, 2018 | | Form 8-K | | 001-38615 | | 10.15 | | October 21, 2020 |
| | | | | | | | | | |
10.16* | | Standby Letter of Credit No. SB50533 issued by UMB Bank, N.A. on behalf of the Company, in favor of UniCredit S.P.A. dated as of November 24, 2017, as amended. | | Form 8-K | | 001-38615 | | 10.16 | | October 21, 2020 |
| | | | | | | | | | |
10.17* | | Escrow Agreement (Holder Representative), dated as of October 15, 2020 by and between Forum, Salvatore Galletti, and Citibank, N.A. | | Form 8-A12B/A | | 001-38615 | | 10.3 | | October 15, 2020 |
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10.18* | | Escrow Agreement (Sponsor), dated as of October 15, 2020 by and between Forum, Salvatore Galletti, and Citibank, N.A. | | Form 8-A12B/A | | 001-38615 | | 10.4 | | October 15, 2020 |
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16.1* | | Letter re Change in Certifying Accountant | | Form 8-K | | 001-38615 | | 16.1 | | October 21, 2020 |
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21.1# | | List of Subsidiaries | | | | | | | | |
| | | | | | | | | | |
23.1* | | Consent of BDO USA, LLP | | Form S-1/A | | 333-249890 | | 23.2 | | March 29, 2021 |
| | | | | | | | | | |
23.2* | | Consent of Rutan & Tucker, LLP (included as part of Exhibit 5.1) | | Form S-1/A | | 333-249890 | | 23.3 | | November 17, 2020 |
* | Previously filed. |
# | Filed herewith. |
(b) Financial Statement Schedules.
No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or the notes thereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Paramount, State of California, on this 2nd day of June, 2021.
| TATTOOED CHEF, INC. |
| | |
| By: | /s/ Salvatore Galletti |
| | Salvatore Galletti |
| | President, Chief Executive Officer and Chairman of the Board |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on the 2nd day of June, 2021.
Name | | Position | | Date |
| | | | |
/s/ Salvatore Galletti | | Chief Executive Officer | | June 2, 2021 |
Salvatore Galletti | | (Principal Executive Officer) | | |
| | | | |
/s/ Stephanie Dieckmann | | Chief Financial Officer | | June 2, 2021 |
Stephanie Dieckmann | | (Principal Financial and Accounting Officer) | | |
| | | | |
* | | Director | | June 2, 2021 |
Bryan Rosenberg | | | | |
| | | | |
* | | Director | | June 2, 2021 |
Paula Ciaramitaro | | | | |
| | | | |
* | | Director | | June 2, 2021 |
Edward S. Gelfand | | | | |
| | | | |
* | | Director | | June 2, 2021 |
Daniel Williamson | | | | |
| | | | |
* | | Director | | June 2, 2021 |
Jennifer Fellner | | | | |
| | | | |
* | | Director | | June 2, 2021 |
Ryan Olohan | | | | |
| | | | |
* | | Director | | June 2, 2021 |
David Boris | | | | |
| | | | |
* | | Director | | June 2, 2021 |
Marie D. Quintero-Johnson | | | | |
* By: | /s/ Stephanie Dieckmann | |
| Stephanie Dieckmann Attorney-In-Fact | |