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.
(d) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
99.1 Order entered by the Delaware Court of Chancery on March 6, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
1
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