Item 3. Legal Proceedings
ITEM
3.
LEGAL
PROCEEDINGS .
From
time to time, we are a defendant or plaintiff in various legal actions that arise in the normal course of business. We record
legal costs associated with loss contingencies as incurred and have accrued for all probable and estimable settlements.
We
are not currently involved in any material disputes and do not have any material litigation matters pending except:
On
March 27, 2018 a convertible note holder filed a complaint in the Iowa District Court for Polk County #CVCV056029 against the
Company for failure to pay the remaining balance due on a promissory note in the amount of $100,000, together with interest, attorney
fees and other costs of $171,035. On June 6, 2018 a default judgement was entered against the Company for the amount of $171,035.
The Company repaid an aggregate amount of $71,035, consisting of principal and interest, as of the date of the filing of this
report. As of December 31, 2020, the Company has accrued for the liability in convertible notes payable in the amount of $100,000
and accrued interest of $23,056 is included in accounts payable and accrued expenses.
In
May 2018, Resolute Contractors, Inc., Quality Tile, MTL Construction, Genesis Electric, JNB Interiors and Captive Aire filed a
Mechanics Lien for labor, service, equipment and materials in the total amount of $98,005. The Company intends to set up various
payment plans with these vendors. As of December 31, 2020, the Company has accrued for the liability in accounts payable and
accrued expenses.
On
December 12, 2018, the Company was listed as a defendant to a lawsuit filed by a landlord in the Superior Court of the State of
California. Fountain Valley is seeking approximately $121,000 in damages for rent, interest and other expenses. On February 15,
2019, the Company entered into a settlement agreement and payment plan in the amount of $85,000. The Company agreed to make the
following payments (i) $15,000 on or before March 15, 2019, and (ii) ten monthly installments of $7,000 commencing on April 15,
2019 and continuing monthly on the 15th day of each month though January 15, 2020. The Company has accrued for the liability in
accounts payable and accrued expenses and has been making repayments pursuant to the settlement agreement. As of January 15,
2020, the Company has met all their obligations and the full amount has been paid.
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On
or about March 7, 2019, the Company was listed as a defendant to a lawsuit filed by a contractor in the State of Texas. The contractor
is claiming a breach of contract and is seeking approximately $32,809 in damages for services claimed to be rendered by the contractor.
The Company is working with legal counsel in order to reach a settlement. As of December 31, 2020, the Company accrued $30,000
for the liability in accounts payable and accrued expenses.
On
January 23, 2020, the Company was served a judgment in the amount of $130,185 for a breach of a lease agreement in Chicago, Illinois,
in connection with a Company owned store that was closed in 2018. As of December 31, 2020, the Company has accrued for the liability
in accounts payable and accrued expenses.
In
March 2021, the Company participated in a mediation concerning an investor who invested with American Restaurant
Holdings, Inc and/or American Restaurants, LLC, our former parent company, from 2013 through 2015 in the total amount of $531,250.
The Company does not believe the dispute concerns Muscle Maker, Inc. and intends to defend itself vigorously if the
matter is not settled. As of the filing of this report, the company has not accrued for any potential liability pending the outcome
of continued mediation.
Muscle
Maker or its subsidiaries failed in certain instances in paying past state and local sales taxes collected from customers in specific
states that impose a tax on sales of the Company’s products during 2017 and 2018. The Company had accrued
a liability for approximately $231,177 as of December 31, 2020 related to this matter. All current state and local sales taxes
from January 1, 2018 for open company owned locations have been fully paid and in a timely manner. The Company has completed or
is in discussions on payment plans with the various state or local entities for these past owed amounts.
ITEM
4.
MINE
SAFETY DISCLOSURES.
Not
applicable.
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PART
II
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