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Item 1. Business

2022-03-17 compared with 2021-04-15 · 474 added, 559 removed, 60 unchanged (95% of the section changed)

Business Overview

Maker is a fast casual restaurant concept that specializes in preparing healthy-inspired, high-quality, fresh, made-to-order lean,

protein-based meals featuring chicken, seafood, pasta, hamburgers, wraps and flat breads.

In addition, we feature freshly prepared

entrée salads and an appealing selection of sides, protein shakes and fruit smoothies.

We operate in the fast casual restaurant

believe our healthy-inspired restaurant concept delivers a highly differentiated customer experience.

We combine the quality and

hospitality that customers commonly associate with our full service and fast casual restaurant competitors with the convenience

and value customers generally expect from traditional fast food restaurants, but in a healthy-inspired way.

The following core

values form the foundation of our brand:

Commitment to provide high quality, healthy-inspired food for a perceived wonderful experience for our guests.

and Respect .

We seek to empower our employees to take initiative and give their best while respecting themselves and others

to maintain an environment for team work and growth.

Provide world class service to achieve excellence each passing day.

Our combination of high-quality, healthy-inspired food, empowerment of our employees, world class service, all delivered at

an affordable price, strengthens the value proposition for our customers.

striving for these goals, we aspire to connect with our target market and create a great brand with a strong and loyal customer

of December 31, 2020, Muscle Maker and our subsidiaries and franchisees operated thirty-two Muscle Maker Grill restaurants located

in 15 states and Kuwait, sixteen of which are owned and operated by Muscle Maker, and sixteen are franchise restaurants.

owned and operated restaurants generated company restaurant revenue of $3,672,944 and $3,466,553 for the years ended

December 31, 2020 and 2019, respectively.

For the years ended December 31, 2020 and 2019, our total revenues which includes company

restaurant sales, royalty, franchise fee, rebate revenue derived from franchisees and other revenues were $4,473,447 and $4,959,005,

respectively.

As of December 31, 2020, we had an aggregate accumulated deficit of $63,193,707.

We anticipate that we will

continue to report losses and negative cash flow.

As a result of the net loss and cash flow deficit for the year ended December

31, 2020 and other factors, our independent registered public accountants issued an audit opinion with respect to our financial

statements for the year ended December 31, 2020 that indicated that there is a substantial doubt about our ability to continue

as a going concern.

are the owner of the trade name and service mark Muscle Maker Grill®, Healthy Joe’s, MMG Burger Bar, Meal Plan AF and

other trademarks and intellectual property we use in connection with the operation of Muscle Maker Grill®

license the right to use the Muscle Maker Grill®

and Healthy Joe’s trademarks and intellectual property to our wholly-owned

subsidiaries, Muscle Maker Development and Muscle Maker Corp., and to further sublicense them to our franchisees for use in connection

with Muscle Maker Grill®

and Healthy Joe’s restaurants.

factors and the timing of holidays cause our revenue to fluctuate from quarter to quarter.

Our revenue per restaurant is typically

lower in the fourth quarter due to reduced November and December traffic and higher traffic in the first, second, and third quarters.

March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues

to spread throughout the United States.

In response to the COVID-19 outbreak, “shelter in place”

orders and other

public health measures were implemented across much of the United States and continue in limited fashion across the

COVID-19 global pandemic continues to rapidly evolve.

The Company is continually monitoring the outbreak of COVID-19 and the related

business and travel restrictions and changes to behavior intended to reduce its spread, and its impact on operations, financial

position, cash flows, inventory, supply chains, purchasing trends, customer payments, and the industry in general, in addition

to the impact on its employees.

The pandemic has resulted in a negative impact on the Company’s operations during the year

ended December 31, 2020.

a result of the pandemic the Company has limited its operations through limiting hours of operations, reduced its capacity and

utilized a delivery only concept as mandated by each state and has temporarily closed five of our Company owned locations during

the second quarter of 2020.

In addition, the Company opened two new locations at the end of the third quarter on university campuses

that were subsequently temporarily closed due to the impact of COVID-19 on students returning to campus.

As of the date of the

filing of this report the Company re-opened five of the seven temporarily closed locations and permanently closed two underperforming

Commencing in the second quarter of 2020 the Company provided royalty relief to its franchisees by deferring half of

their royalties earned by the Company through July 2020.

The Company has not attempted to collect the deferred royalties as of

the date of the filing of this report as we provide time for the franchise locations to fully recover to pre-pandemic conditions.

The executive team deferred a portion of their salaries in 2020 and some members continue to defer salary as of the date of the

filing of this report.

In addition, various franchisee locations had to take similar actions by temporarily closing their locations

and limiting their operations as mandated by each state.

As of the date of the filing of this report seven of the franchise locations

have permanently closed.

to the rapid development and fluidity of this situation, the

magnitude and duration of the pandemic and its impact on the Company’s operations and liquidity is uncertain as of the date

of this report.

While there could ultimately be an additional material impact on operations and liquidity of the Company, the

full impact could not be determined, as of the date of this report.

operate within the Limited-Service Restaurant, or LSR, segment, of the United States restaurant industry, which includes quick

service restaurants, or QSR, and fast-casual restaurants.

We offer fast-casual quality food combined with quick-service speed,

convenience and value across multiple dayparts.

We believe our differentiated, high-quality healthy-inspired menu delivers great

value all day, every day and positions us to compete against both QSR and fast-casual concepts.

expect that the upward trend towards healthier eating will attract and increase consumer demand for fresh and hand-prepared dishes,

(referred to herein as “MMI” or “Company”), was incorporated under the laws of the state of Nevada

on October 25, 2019.

The principal corporate office of MMI is located at 2600 South Shore Blvd., Suite 300, League City, Texas, 77573,

and the telephone number at that location is (682)708-8250.

Our website address is https://www.musclemakergrill.com .

together with its subsidiaries, is referred to in this Form 10-K annual report (“Form 10-K”) as the Company.

The terms “we”,

“us” and “our” are also used in the Form 10-K to refer to the Company.

Throughout the Form 10-K, the terms “restaurants”,

“stores”, “eatery” and “locations” are used inter changeably.

While MMI, as the parent Company, does

not directly own or operate any restaurants throughout this document we may refer to restaurants that are owned or operated by our subsidiaries

as being Company-owned.

is our parent company.

We own and operate three unique “healthier for you” restaurant concepts within our portfolio of companies:

Muscle Maker Grill restaurants, SuperFit Foods meal prep and Pokemoto Hawaiian Poke restaurants.

Our Company was founded on the

belief of taking every-day menu options and converting them into “healthier for you” menu choices.

Consumers are demanding

healthier choices, customization, flavor and convenience.

We believe our portfolio of companies directly satisfy these consumer needs.

We focus on lean proteins, fresh fruits and vegetables, proprietary sauces, whole grains and various other items like protein shakes,

meal plans, specialty drinks and super foods.

Each of our three concepts offers different menus that are tailored to specific consumer

We operate in the fast-casual and meal prep segments of the restaurant industry.

We believe our “healthier for you”

inspired concepts deliver a highly differentiated customer experience.

Maker Grill Restaurants (“Muscle Maker Grill”):

our Muscle Maker Grill restaurants are fast casual style restaurants

specializing in “healthier for you” high quality, made to order, lean protein-based meals.

These meals feature all-natural

chicken breast, grass fed beef, lean turkey, shrimp and plant-based items.

We pair these lean proteins with super foods such as avocado,

quinoa, spinach, kale and broccoli, while also offering cauliflower rice, whole wheat pasta, sweet potato fries and proprietary specialty

sauces like zero carb, fat free or gluten free options.

Our products are made to order.

The menu features bowls, wraps, salads and burgers.

We also offer protein shakes and fruit smoothies along with meal plans and catering.

Customers can dine in or take out or have their

meals delivered to their door via Company delivery personnel or third-party services such as Uber Eats, DoorDash and GrubHub.

Foods Meal Prep (“SuperFit Foods”):

On March 25, 2021, we acquired the assets of SuperFit Foods.

SuperFit Foods is a

wholly owned meal prep division located in Jacksonville, Florida and focuses solely on meal plans.

The terms meal prep and meal plans

will be used interchangeably throughout this document.

The business operates with a centralized kitchen that prepares all meals for distribution

to consumers twice per week.

This is a subscription-based business model where consumers order their meals via the SuperFitfoods.com

website and are charged automatically every week.

There are over 150 meal plan options to choose from as well as various healthy juices,

snacks and desserts.

Meal plans focus on specific dietary needs such as vegetarian, high protein, gluten free and low calorie.

Foods’ distribution process is different than most meal prep companies.

The business operates with a centralized kitchen that prepares

all meals for distribution to consumers twice per week.

While other meal plan companies ship meals directly to consumer’s homes,

the SuperFit Foods model uses Company-owned coolers placed at designated pick-up locations throughout the Jacksonville, Florida market.

Pick up locations are placed inside wellness centers such as gyms, yoga studios, and various lifestyle locations.

SuperFit Foods

delivers twice per week by independent contractors to these locations and consumers conveniently pick up their orders after their workouts

or during their daily routines.

This model allows us to keep food fresh and refrigerated (even in the summer months), reduces shipping

costs to consumers and provides an easier distribution model for the Company.

While we do offer direct shipment to homes, this represents

a small percentage of overall Company revenue.

As the lockdowns and restrictions from Covid are reducing, we believe our distribution

model becomes even more attractive for consumers.

Hawaiian Poke restaurants (“Pokemoto”):

On May 14, 2021, MMI acquired the Pokemoto chain.

This consisted of purchasing

PKM Stamford, LLC, Poke Co., LLC, LB Holdings LLC, and TNB Holdings, LLC, Poke Co Holdings LLC, GLL Enterprises, LLC, and TNB Holdings

II, LLC, each a Connecticut limited liability company (collectively, Pokemoto”).

Pokemoto restaurants are fast casual style restaurants

that specialize in Hawaiian inspired poke bowls, wraps and salads.

Poke is native Hawaiian cuisine made up of diced fresh fish served

as an appetizer or main course with strong influences of Japanese and Korean cuisine.

Think of it as deconstructed sushi that a consumer

can customize into a bowl, salad or wrap every time.

Hawaiian Poke is trending in the restaurant industry.

It is a unique segment that

is healthy, customizable, popular with millennials and Gen-Zs, offers unique flavor profiles and is “Instagrammable.”

offers consumers the possibility to customize their order every time.

Consumers move down a linear production line (similar to Chipotle

or Subway customer interaction and operations) customizing their bowl from a wide selection of ingredients.

Pokemoto offers five types

of protein including sushi grade tuna, salmon, chicken, shrimp or tofu.

Consumers pick a base of white/brown rice or salad, select from

over 25 mix-ins/toppings including avocado, kani salad, pickled daikon, hijiki seaweed, masago, caviar, mandarin oranges, edamame, mango,

roasted cashews or wonton crisps to name a few and topped off with over eight proprietary sauces that are made in house daily.

gets mixed together creating a flavor explosion that is customized for every consumer.

requires little to no cooking.

Everything is either raw (tuna, salmon, veggies and fruits) or comes in pre-cooked (chicken and shrimp).

The only cooking we do is soup and rice.

It’s that simple.

Because we have little cooking and consumers customize their orders,

our labor requirements compared to most restaurants may be reduced.

In addition, we believe training becomes much easier when

you are not cooking or requiring recipes to be followed while consumers customize their menu options.

This creates a consistent product

across all our Pokemoto restaurants as we expand into more markets.

Finally, because we have little to no cooking, our build outs usually

do not require expensive hoods, fire suppression systems, deep fryers, grills, ovens, etc.

making the potential cost of building

out a location very favorable.

Maker Grill and Pokemoto restaurants operate within the Limited-Service Restaurant, or LSR, segment, of the United States restaurant

industry, which includes quick service restaurants, or QSR, and fast-casual restaurants.

We offer fast-casual quality food combined with

quick-service speed, convenience and value across multiple dayparts.

We believe our differentiated, high-quality healthy-inspired menu

delivers great value all day, every day and positions us to compete against both QSR and fast-casual concepts.

Foods operates within the pre-made, ready-to-eat meal prep segment.

We offer pre-made, ready-to-eat meals that focus on specific dietary

needs like keto, vegetarian, high protein, low sugars, etc.

SuperFit Foods offers over 150 different meal plan options to choose

from as well as various healthy juices, snacks and desserts.

expect that the upward trend towards healthier eating will attract and increase consumer demand for fresh and healthier menu options,

which may lead to a positive impact on our sales.

our 2020 business plan and the restaurant industry in general was interrupted and modified due to Covid-19, we re-positioned the

Company to better support an anticipated change in the restaurant industry.

Our revised strategy continues to focus on serving

“healthier for you”

meals in non-traditional locations and methods while emphasizing a shift into delivery, ghost

kitchens, direct to consumer meal prep and strategic acquisitions.

We believe the restaurant industry has experienced a change

in the way consumers interact with brands.

We believe consumers have become more dependent on new technologies, unique locations

and new methodologies to access restaurants.

We believe we have positioned the company in a unique way for future growth in a

post-covid environment where consumers rely on new methods to order and access restaurant meals such as third-party delivery services,

ghost kitchens and direct to consumer shipments of meal plans.

In implementing our revised business plan, we plan to pursue

the following strategies.

Our System-Wide Restaurant Base .

Our strategy focuses on non-traditional locations.

We believe these locations offer somewhat

of a buffer against macro-economic forces.

These locations tend to be destination locations, captured audiences or inside other

larger venues.

Our current focus is on military bases, college campuses and ghost kitchens while also increasing our consumer

reach through direct to consumer meal plan delivery via UPS or customer pickup.

As of December 31, 2020, we had 6 open military locations.

These locations are

mostly in food court settings on military bases.

These tend to be captured audiences

but also support visitors, base personnel and military member families.

As of December 31, 2020, we have built 4 college campus locations with the

Northern Virginia Community College System.

These locations were built in anticipation

of students attending classes post-covid and the intent is to re-open these locations

in the summer or fall semester of 2021.

In addition to these four locations, we also

have one university location under agreement at the Texas Tech Medical Center in El Paso

This location is currently in the construction phase.

As of December 31, 2020, we had five free standing ghost kitchen locations

open in Chicago and Philadelphia.

We currently have five additional locations

under agreement for New York City, Miami and Providence.

The ghost kitchens run multiple

brands out of one location which include Muscle Maker Grill, Healthy Joes, Meal

Plan AF, Muscle Maker Burger Bar, Bowls Deep, Wrap It Up, Salad Vibes and other concepts.

Each location can support 6-8 different concepts all running out of one ghost kitchen.

This creates the appearance of 6-8 different restaurants to consumers for ordering various

entrees but leverages ingredients and infrastructure across all concepts to reduce the

number of ingredients needed for each concept.

addition, in 2020, the Company purchased 2 existing franchise locations and is in the

process of launching additional ghost kitchens out of these locations in addition to

Muscle Maker Grill offerings.

year ended 2020, we opened six new company-operated restaurants of which five locations

are delivery only ghost kitchen locations.

In addition, we purchased two franchise locations

that are now company-operated.

strategy is clear and concentrates on expansion through franchising.

However, in order to “seed” new markets for franchising

we may open Company-owned and operated locations in key markets.

believe franchising is the future of this Company.

This strategy uses the franchising experience of the management team with the goal

of expanding more quickly.

We believe franchising is a great model as it has the potential to propel growth without our Company having

to spend its capital on Company-owned brick and mortar locations.

franchising efforts will continue to be concentrated on expanding the Pokemoto brand.

We believe there is a unique opportunity to grow

the Pokemoto brand within the Hawaiian Poke segment of the restaurant industry.

The Hawaiian Poke segment is fragmented with the largest

company having approximately 65-85 locations today.

The industry is full of independently owned “mom-and-pop” locations and

we expect that the industry is ready for a company to enter the market and become a significant player in the segment.

We are positioning

Pokemoto with the goal of playing this role.

Pokemoto franchising is the focus, we will also open Company-owned Pokemoto locations strategically placed in key markets where

we are focusing our franchising efforts.

Franchisee prospects need to experience Pokemoto locally versus having to travel long distances.

This approach is critical to selling franchises.

Each Company location should be considered as “seeding” the market.

when the market begins to open franchise locations, the intent is to franchise the original “seed” Company location and then

turn to building and franchising the next market.

This is a leapfrog strategy that has traditionally been used to drive franchise growth

more aggressively.

strategy for our Muscle Maker Grill restaurants is to optimize the brand.

This will be performed through cost reductions, co-branding

locations with Pokemoto or converting the location to a Pokemoto restaurant.

We will continue to evaluate profitability at each location

while staying current with market trends in each specific location.

As part of the optimization strategy, we will divert resources from

any closed locations towards the remaining open locations with the intent of enhancing their performance.

Maker Grill Restaurants are primarily geographically located in the Northeast United States but we also have locations on military bases

such as Fort Sill, Fort Bliss and Fort Benning, as well as franchise locations in Texas, Washington and California.

we have locations open in Kuwait.

Our Kuwaiti partner performs all operational support, training, distribution and manufacturing of various

proprietary items that are used to supply their locations.

Comparable Restaurant Sales.

1 unchanged sentence

Strategy and Evolution.

We will continue to adapt our menu to create entrees that

complement our healthy-inspired offerings and that reinforce our differentiated fast

casual positioning.

We believe we have opportunities for menu innovation as we look to

provide customers more choices through customization and limited time only alternative

proteins, recipes and other healthy-inspired ingredients.

Our marketing and operations

teams collaborate to ensure that the items developed in our test stores can be executed

to our high standards in our restaurants with the speed and value that our customers

have come to expect.

To provide added variety, from time to time we introduce limited

time offerings such as our grass-fed hamburger bar menu, smoothie of the month program,

keto your way menu, healthy tacos and other seasonal items.

Some of these items have

been permanently added to the menu.

November 2019, we opened our first Healthy Joe’s concept.

This was formerly a Muscle Maker Grill location located

in Tribeca New York that was converted into the Healthy Joe’s concept.

Healthy Joe’s focuses on healthier

for your recipes and products featuring a different menu than a typical Muscle Maker Grill.

The concept is designed to

attract a wider audience and features menu items such as wild caught salmon, fresh brewed iced teas, fresh lemonades,

locally baked breads, house made avocado smash, fruits, nuts and other new trending menu items.

The menu features hot

topped bowls, salads and oven toasted sandwiches.

All protein, cheese and sauces are run though a 500-degree oven to add

a unique approach to serving our products.

Due to the temporary Covid related closure of this new concept in 2020, we

plan on relaunching the grand opening in 2021 as the Covid related restrictions are relaxed in New York City.

Company is in the process of expanding the menu offerings in most of our non-military company owned and operated locations

through ghost kitchen concepts within the existing Muscle Maker Grill locations.

This allows company locations

to leverage existing facilities and labor to launch unique brands without the added infrastructure costs normally associated

with opening a new concept.

For example, in our Chelsea Muscle Maker Grill location, we also run several ghost kitchen

concepts out of the same facility.

These ghost kitchen concepts include Healthy Joe’s and Muscle Maker Burger

We will continue to adapt our menu to create entrees that complement our healthy-inspired offerings and that

reinforce our differentiated fast casual positioning.

We believe we have opportunities for menu innovation as we look to provide customers

more choices through customization and limited time only alternative proteins, recipes and other healthy-inspired ingredients.

Our marketing

and operations teams collaborate to ensure that the items developed in our test stores can be executed to our high standards in our restaurants

with the speed and value that our customers have come to expect.

To provide added variety, from time to time we introduce limited time

offerings at MMG and SFF.

Pokemoto, due to being highly customizable, will offer new proteins, sauces and other ingredients allowing

consumers to try different flavor combinations.

New Customers Through Expanded Brand Awareness:

Our goal is to attract new customers as the Muscle Maker Grill brand becomes

more widely known due to new restaurant openings and marketing efforts focused on broadening the reach and appeal of our brand.

The goal of our marketing efforts is to have consumers become more familiar with Muscle Maker Grill as we continue to penetrate

our markets, which we believe will benefit our existing restaurant base.

Our marketing strategy centers on our “Great

Food with Your Health in Mind”

campaign, which highlights the desirability of healthy-inspired food and in-house made

or proprietary recipe quality of our food.

We utilize various marketing techniques including email, text, social media, print,

influencers, press releases and local store marketing.

We believe the restaurant industry has changed over the past year and

consumer preferences have shifted towards an emphasis on convenience, speed and mobility in a safe environment.

to an increase in home delivery and direct to consumer meal prep/plan offerings.

We believe Muscle Maker Grill has

the ability to adjust our business strategy to accommodate these consumer trends as we are not locked in to extensive four

wall location leases and are able to transform the business to meet consumer needs.

2020, the company expanded its delivery services through third-party delivery companies such as Uber Eats, GrubHub, DoorDash,

Seamless and others.

Our goal is to attract new customers as we expand our various concepts to become

more widely known through new restaurant openings and marketing efforts focused on broadening the reach and appeal of our brand.

goal of our marketing efforts is to have consumers become more familiar with our brands as we continue to penetrate our markets, which

we believe will benefit our existing restaurant base.

Our marketing strategy centers on our “healthier for you” food, which

highlights the desirability of healthy-inspired food or proprietary recipe quality of our food.

We utilize various marketing techniques

including email, text, social media, print, influencers, press releases, third party apps and local store marketing.

We believe the restaurant

industry has changed over the past few years and consumer preferences have shifted towards an emphasis on convenience, speed, customization,

delivery and mobility.

This has led to an increase in to-go orders, third-party delivery and direct to consumer meal prep/plan offerings.

We believe our various brands have the ability to adjust our business strategy to accommodate these consumer trends.

2020 and 2021, the Company expanded its delivery services through third-party delivery companies such as Uber Eats, GrubHub, DoorDash

to Grow Dayparts:

We currently have multiple dayparts and segments where revenue

is generated in our restaurants.

These dayparts and segments include:

lunch, dinner,

catering, smoothies/protein shakes and meal prep/plans in all of our locations, and breakfast

in select locations.

We expect to drive growth across our dayparts through enhanced menu

offerings, innovative merchandising and marketing campaigns.

We plan to continue introducing

and marketing limited time offers to increase occasions across our dayparts as well as

to educate customers on our lunch and dinner offerings.

Muscle Maker Grill has the unique

opportunity to grow in the pre-packaged, portion-controlled meal prep/plan category.

Currently, we offer pre-portioned and packaged meal prep/plans for consumers who want

to specifically plan their weekly meals for dietary or nutritional needs.

plans can be delivered to a consumer’s home or picked up at each restaurant location.

Third party delivery services such as Uber Eats, Grub Hub, DoorDash, Seamless and others

offer an expansion beyond the four walls of our restaurants and represents a growing

segment of our overall revenue.

November 11, 2020, the Company announced an agreement with Happy Meal Prep to launch an online meal plan/prep direct to

consumer mail delivery service.

This agreement allows Muscle Maker Grill to mail pre-made, ready to eat meals direct

to consumers within a 250-mile radius around specific locations.

Consumers can currently select from over 40 meal prep

The company plans to expand the network of locations offering direct to consumer meal plan shipping throughout

2020 while also emphasizing meal prep in a more significant manner in 2020.

The company operates this program under the

musclemakerprep.com website.

We currently have multiple dayparts and segments where revenue is generated in our restaurants.

These dayparts

and segments include:

lunch, dinner, catering, smoothies/protein shakes and meal prep/plans in our various locations, and breakfast in

select locations.

We expect to drive growth across our dayparts through enhanced menu offerings, and marketing campaigns.

continue introducing and marketing limited time offers to increase occasions across our dayparts as well as to educate customers on our

lunch and dinner offerings.

Muscle Maker Grill restaurants and SuperFit Foods have the unique opportunity to grow in the pre-packaged,

portion-controlled meal prep/plan category.

Currently, we offer pre-portioned and packaged meal prep/plans for consumers who want to

specifically plan their weekly meals for dietary or nutritional needs.

These meal plans can be delivered to a consumer’s home,

picked up at each restaurant location or at our Company-owned coolers placed inside fitness, wellness or lifestyle facilities.

party delivery services such as Uber Eats, Grub Hub, DoorDash and others offer an expansion beyond the four walls of our restaurants

and represents a growing segment of our overall revenue.

We also have partnered with Snackpass in our Pokemoto restaurants.

offers online ordering, delivery and pick up while also providing an in-store kiosk where customers can place their orders versus waiting

Snackpass offers consumers the ability to earn game tokens for each order which can be used to play the Snackpass loyalty

program game.

The Company uses this partnership as an alternative to traditional loyalty programs and represents, in some locations,

a significant portion of restaurant sales generated through this partnership.

and Unique Concept:

We provide guests healthy-inspired versions of mainstream-favorite dishes that are intended to taste great,

in our effort to make it convenient, affordable and enjoyable to eat healthier.

Our diverse menu was created for everyone –

We provide guests healthy-inspired versions of mainstream-favorite and customizable dishes that are intended

to taste great, in our effort to make it convenient, affordable and enjoyable to eat healthier.

Our diverse menu was created for everyone

– fitness enthusiasts, those starting their journey to a healthier lifestyle, and people trying to eat better while on-the-go.

are focused on expanding our presence within new and existing markets by continuing to add franchise partners to our system and

increasing the number of corporate-owned locations.

Our corporate-owned restaurants will focus on an expansion in non-traditional

locations such as military bases, universities and ghost kitchens while also offering direct to consumer pre-made meal prep/plan

offerings to consumers within a 250 mile radius around certain locations.

We believe our concept is a unique fit with the

military’s “Operation Live Well”

campaign and a focus on healthier eating habits.

believe ghost kitchens offer a unique way to expand the brand into new and existing markets with lower capital costs yet provide

the ability to make rapid changes to fit consumer needs.

We believe consumers are looking for alternate ways to interact with

restaurants and receive meals.

Using non-traditional locations, third party delivery, ghost kitchens and direct to consumer meal

plans offers consumers multiple choices on how to access Muscle Maker Grill concepts.

are focused on expanding our presence through growing the Pokemoto brand within new and existing markets by continuing to add franchise

partners to our system and increasing the number of corporate-owned locations.

We currently have approximately $15 million in working

capital to deploy against this strategy and have begun executing against this plan.

We have already signed 31 franchise agreements

and opened six new locations over the last few months with three additional locations under construction.

Our corporate-owned restaurants

will focus on an expansion in non-traditional locations such as military bases, universities and ghost kitchens, highly concentrated

business and resident demographical areas while also offering direct to consumer pre-made meal prep/plan offerings to consumers within

the Jacksonville, Florida market via SuperFit Foods or a 250-mile radius around certain locations through direct to home deliveries.

Healthier Menu :

Providing “Great Food with Your Health in Mind,”

Muscle Maker Grill’s menu features

items with grass-fed steak, all-natural chicken, lean turkey and plant-based products as well as options that satisfy all dietary

preferences –

from the carb-free consumer to guests following gluten-free or vegetarian diets.

Muscle Maker Grill does not

sacrifice taste to serve healthy-inspired options.

We boast superfoods such as avocado, kale, quinoa, broccoli, romaine and spinach,

and use only healthy-inspired carbohydrate options such as cauliflower or brown rice and whole wheat pasta.

Our menus feature items such as grass-fed steak, all-natural chicken, lean turkey, plant-based products, tofu, chicken,

salmon, shrimp, sushi grade tuna as well as options that satisfy all dietary preferences – from the carb-free consumer to guests

following gluten-free or vegetarian diets.

Our brands do not sacrifice taste to serve healthy-inspired options.

We develop and source

proprietary sauces and fat free or zero-carb dressings to enhance our unique flavor profiles.

Our open style kitchen allows guests

to experience our preparation and cooking methods such as an open flame grill and sauté.

In addition to our healthy-inspired

and diverse food platform, Muscle Maker Grill offers 100% real fruit smoothies, boosters and proprietary protein shakes as well

Our open style kitchen at Muscle Maker

Grill restaurants allows guests to experience our preparation and cooking methods such as an open flame grill and sauté.

to our healthy-inspired and diverse food platform, we offer 100% real fruit smoothies, boosters and proprietary protein shakes as well

as retail supplements.

Maker Grill prides itself on making healthy-inspired versions of the guest’s favorite food, giving them easy access to the

food they seek at our restaurants.

While our Pokemoto concept offers consumers the possibility to customize their meal every time.

Consumers move

down a linear production line similar to Chipotle or Subway choosing their toppings with a modern twist including tofu, chicken, salmon,

shrimp and sushi grade tuna.

Company prides itself on making healthy-inspired versions of the guest’s favorite food, giving them easy access to the food they

seek at our restaurants.

This means catering to an array of healthier eating lifestyles.

For over 20 years Muscle Maker

Grill has been providing food to gluten-free diners, low-carbohydrate consumers and vegetarians.

We offer over 30 versions of

salads, wraps, bowls, sandwiches and flatbreads.

to Order Preparation:

We work to provide our guests their meals prepared in less time than a typical fast casual restaurant.

While our service time may be slightly higher than the QSR fast casual segment, it fits well within the range of the fast-casual

Mix and Revenue Streams:

Standard operating hours for a Muscle Maker Grill are from 10:30 AM to 8:30 PM, Monday through Friday,

11:00 AM to 6:00 PM, Saturday and Sunday.

However, many of our locations are closed on Sunday.

Our daypart mix is typical to the

QSR fast casual segment which is 5% pre-lunch, 45% lunch, 35% dinner and 15% late evening.

We have multiple revenue streams including:

dine-in, take-out, delivery, catering, meal plans and retail.

Price Point and Perceived Value:

Muscle Maker Grill offers meals with free ‘power sides’

beginning at $8.99 per

meal, using only high quality ingredients such as grass-fed beef, all-natural chicken, whole wheat pastas, brown rice and a power

blend of kale, romaine and spinach.

Our cook to order method, speed of service, hospitality and the experience of our exhibition

style kitchen creates a great value perception for our customers.

Meal Plan meals begin at $6.99 per meal, which we believe make

them not only convenient but affordable too.

A significant differentiator is that Muscle Maker Grill offers delivery at many locations nation-wide.

Delivery is an option

through our online ordering platform making it easy and convenient for our guests.

Delivery percentages range from 10% up to 75%

of sales in our corporate locations.

We strongly believe the delivery segment will continue to grow as our core demographic has

demonstrated the need for online ordering and delivery versus dine-in and take-out.

We and our franchise owners leverage employees

for local delivery but also uses third party services such as Uber Eats, GrubHub, DoorDash, Seamless and others to fulfill delivery

Stand alone ghost kitchen locations are 100% delivery.

Our diverse menu items are also offered through our catering program making it easy and affordable to feed a large group.

Our boxed lunch program, which includes a wrap, salad, or entrée, a side and a drink for a set price is available within

schools and other organizations.

To make healthy-inspired eating even easier, Muscle Maker Grill’s healthy-inspired nutritionally

focused menu items are available through our Meal Prep/Plan program, allowing pre-orders of meals via phone, online or in-store,

available for pick up or delivered right to their door.

Available as five, 10, 15 or 20 meals, guests can choose from over 40

Muscle Maker Grill menu items for each meal.

With the partnership with Happy Meal Prep, Muscle Maker Grill is now able to ship

meals direct to consumers within a 250-mile radius of participating locations.

All Muscle Maker Grill locations participate in our retail merchandising and supplement program.

This is a unique revenue

stream specific to the Muscle Maker Grill brand and is atypical in the QSR fast casual segment.

Guests can purchase our propriety

protein in bulk, supplements, boosters, protein and meal replacement bars and cookies.

This program gives our guests the opportunity

to manage their healthy lifestyle beyond meals they consume at our locations.

Our restaurants are typically in-line or food court locations.

A typical restaurant generally ranges from 1,200

to 2,500 square feet with seating for approximately 40 people.

Our leases for company-operated locations generally have terms

of 10 years, with one or two renewal terms of five years.

Restaurant leases provide for a specified annual rent, and some leases

call for additional or contingent rent based on revenue above specified levels.

Generally, our leases are “net leases”

that require us to pay a pro rata share of taxes, insurance and maintenance costs.

New leases for our non-traditional locations

usually have rent calculated as a percentage of net sales and have terms of 10 years.

We do not guarantee performance or have

any liability regarding franchise location leases.

Stand-alone ghost kitchen locations have short term leases usually

in 1 year duration with several renewal options.

For over 20 years Muscle Maker Grill restaurants

has been providing food to gluten-free diners, low-carbohydrate consumers and vegetarians.

We offer over 30 versions of salads, wraps,

bowls, sandwiches and flatbreads.

With the addition of Pokemoto we now also offer six types of protein, a base of white/brown rice or

salad, over 25 mix ins/toppings including avocado, kani salad, pickled daikon, hijiki seaweed, masago, mandarin orange, edamame, mango,

roasted cashews or wonton crisps to name a few and topped off with over eight proprietary sauces that are made in house.

gets mixed up together creating a flavor explosion that is customizable for each customer.

Delivery is an option through our online ordering platform or third-party delivery apps making it easy and convenient for our guests.

Delivery percentages range from 10% up to 85% of sales in our corporate locations.

We strongly believe the delivery segment will continue

to grow as our core demographic has demonstrated the need for online ordering and delivery versus dine-in and take-out.

We and our franchise

owners leverage employees for local delivery but also use third party services such as Uber Eats, GrubHub, DoorDash and others to fulfill

delivery orders.

SuperFit Foods delivers twice per week utilizing independent contractors to Company-owned coolers placed inside fitness,

wellness or lifestyle facilities where consumers conveniently pick up their orders after their workouts or during their daily routines.

To make healthy-inspired eating even easier, Muscle Maker Grill’s healthy-inspired menu items

are available through our Meal Prep/Plan program, allowing pre-orders of meals via phone, online or in-store, available for pick up or

delivered right to their door.

Available as five, 10, 15 or 20 meals, guests can choose from over 40 Muscle Maker Grill menu items for

With the partnership with Happy Meal Prep, Muscle Maker Grill is now able to ship meals direct to consumers within a 250-mile

radius of participating locations.

Foods consists of pre-made, ready-to-eat meals that focus on specific dietary needs like keto, vegetarian, high protein low sugars, etc.

SuperFit Foods offers over 150 different meal options to choose from as well as various healthy juices, snacks and desserts.

Foods operates as a subscription model where consumers are automatically charged each month.

Consumers order online, provide their credit

card information and have over 150 options to choose from.

Guests can also opt to select their likes and dislikes and meal selection

becomes automatic.

SuperFit Foods’ distribution process is different than most meal prep companies.

Other meal prep companies ship

meals directly to consumer’s homes or use their own fleet of vehicles to drop orders off at homes.

The SuperFit Foods model uses

Company-owned coolers placed inside fitness, wellness or lifestyle facilities.

Our restaurants are typically located in retail centers as in-line locations or food court type settings in Universities

or military bases.

A typical restaurant generally ranges from 800 to 2,500 square feet with seating for up to approximately 40 people.

Our leases for Company-operated locations generally have terms of one to ten years, with one or two renewal terms of one years to ten

Restaurant leases provide for a specified annual rent, and some leases call for additional or contingent rent based on revenue

above specified levels.

Generally, our leases are “net leases” that require us to pay a pro rata share of taxes, insurance

and maintenance costs.

New leases for our non-traditional locations usually have rent calculated as a percentage of net sales and have

terms up to 10 years.

We do not guarantee performance or have any liability regarding franchise location leases.

Restaurant Counts:

As of December 31, 2020, our restaurant system consisted of 32 restaurants comprised of sixteen company-operated

restaurants and sixteen franchised restaurants located in California, Georgia, Illinois, Maryland, New Jersey, New York, North

Carolina, Oklahoma, Pennsylvania, Texas, Virginia, Washington, Rhode Island and Kuwait.

In addition, the Company built four

new location on university campuses but due to Covid-19 restrictions have not yet open these locations but incurred expenses during

the twelve months ended December 31, 2021

As of December 31, 2021, our restaurant system consisted of forty-two restaurants comprised of twenty-two Company-operated

restaurants and twenty franchised restaurants located in California, Florida, Georgia, Maryland, Massachusetts, New Jersey, New York,

Connecticut, North Carolina, Oklahoma, Pennsylvania, Texas, Virginia, Washington, Rhode Island and Kuwait.

Selection Process:

We consider the location of a restaurant to be a critical variable in its long-term success, and as such,

we devote significant effort to the investigation and evaluation of potential restaurant locations.

We consider the location of a restaurant to be a critical variable in its long-term performance, and as

such, we devote significant effort to the investigation and evaluation of potential restaurant locations.

Our in-house management team

has extensive experience developing hundreds of locations for various brands.

We use a combination of our in-house team and outside

real estate consultants to locate, evaluate and negotiate new sites using various criteria including demographic characteristics,

daytime population thresholds and traffic patterns, along with the potential visibility of, and accessibility to, the restaurant.

The process for selecting locations incorporates management’s and franchisee’s experience and expertise and includes

data collection and analysis.

Additionally, we use information and intelligence gathered from managers and other restaurant personnel

that live in or near the neighborhoods we are considering.

typical Muscle Maker Grill may be free standing or located in malls, airports, gyms, strip shopping centers, health clubs, military

bases, non-traditional or highly concentrated business and residential demographic areas.

Customers order their food at the counter

and food servers deliver the food to the appropriate table.

Based on our experience and results, we are currently focused on developing

inline sites for franchising and non-traditional locations such as military bases for company-operated locations.

ghost kitchen locations offer a unique opportunity to expand the brand into new markets with lower build-out costs than a typical

Muscle Maker Grill location.

These locations are usually located away from high rent areas where a typical consumer traffic pattern

These locations rely on a delivery radius and consumer orders are placed using third party delivery apps.

as the delivery radius covers densely populated areas for both business and residential areas, we consider the location to be

in an attractive location where we can reach consumers with delivery.

to consumer meal prep/plan locations can either be through existing Muscle Maker Grill locations or can be set up like a commissary

where meals are prepared in a kitchen space not open to consumer traffic.

These locations can be in any area as long as pick up

service via UPS or Fedex is available.

We use a combination of our in-house team and outside real

estate consultants to locate, evaluate and negotiate new sites using various criteria including demographic characteristics, daytime

population thresholds and traffic patterns, along with the potential visibility of, and accessibility to, the restaurant.

for selecting locations incorporates management’s and franchisee’s experience and expertise and includes data collection

and analysis.

Additionally, we use information and intelligence gathered from managers and other restaurant personnel that live in or

near the neighborhoods we are considering.

to consumer meal prep/plan locations can either be through existing Muscle Maker Grill restaurant locations or can be set up like a commissary

where meals are prepared in a kitchen space not open to consumer traffic like SuperFit Foods.

These locations can be in any area as long

as pick up service via UPS or FedEx is available.

This allows the Company to build out locations in favorable rent situations while being

able to mail meal prep/plans direct to consumers within a 250 mile radius.

able to mail meal prep/plans direct to consumers within a 250-mile radius or conveniently drop off meals at various pick-up locations

throughout the market.

Restaurant Design

identifying a lease site, we commence our restaurant buildout.

Our typical restaurant is an inline retail space or food court

that ranges in size from 1,200 to 2,500 square feet.

Our restaurants are characterized by a unique exterior and interior design,

color schemes, and layout, including specially designed decor and furnishings.

Restaurant interiors incorporate modern designs

and rich colors in an effort to provide a clean and inviting environment and fun, family-friendly atmosphere.

Each restaurant

is designed in accordance with plans we develop;

Our typical restaurant is an inline retail space or food court that ranges

in size from 800 to 2,500 square feet.

Our restaurants are characterized by a unique exterior and interior design, color schemes, and

layout, including specially designed decor and furnishings.

Restaurant interiors incorporate modern designs and rich colors in an effort

to provide a clean and inviting environment and fun, family-friendly atmosphere.

Each restaurant is designed in accordance with plans

and constructed with a similar design motif and trade dress.

Restaurants are

generally located near other business establishments that will attract customers who desire healthier food at fair prices served

in a casual, fun environment.

Restaurants are generally located near other business establishments

that will attract customers who desire healthier food at fair prices served in a casual, fun environment.

new restaurants are typically inline or food court buildouts.

We estimate that each inline or food court buildout of a restaurant

will require an average total cash investment of approximately $200,000 to $350,000 net of tenant allowances but these costs can

vary depending upon the location and requirements of specific municipalities or landlords.

On average, it takes us approximately

four to six months from identification of the specific site to opening the restaurant.

In order to maintain consistency of food

and customer service, as well as our colorful, bright and contemporary restaurant environment, we have set processes and timelines

to follow for all restaurant openings.

restaurants are built-out in approximately 10 weeks and the development and construction of our new sites is the responsibility

of our Development Department.

Real estate managers are responsible for locating and leasing potential restaurant sites.

managers are then responsible for building the restaurants, and several staff members manage purchasing, budgeting, scheduling

and other related administrative functions.

We leverage in-house personnel as well as consultants and independent contractors

in the real estate, design and construction process.

ghost kitchens range in size from 200 to 300 square feet.

locations are not open to the public and rely solely on third party delivery to access consumers.

The total cash investment for

a stand-alone ghost kitchen ranges from $50,000 to $100,000 depending on what equipment is required.

There is limited leasehold

improvements and the equipment is modular in general.

This allows the company to reduce its risk in the event a particular location

isn’t working as we can simply move the equipment to a new location and not have leasehold improvements left behind.

kitchens have no consumer dining areas, no bathrooms, no furniture, etc which keeps the cost of buildout to a minimum.

We estimate that each inline or food court buildout of a Pokemoto restaurant

will require an average total cash investment of approximately $137,000 to $295,000 but these costs can vary depending upon the location

and requirements of specific municipalities or landlords.

Since Pokemoto locations have little to no cooking, our build outs usually

do not require expensive hoods, fire suppression systems, deep fryers, grills, ovens, etc.

making the cost of entry very reasonable.

We estimate it takes approximately four to six months from identification of the specific site to opening the restaurant.

This timeframe

can be shortened to as little at 90 days pending the amount of time it takes to negotiate and finalize a lease for the location.

Restaurant Management and Operations

We are extremely focused on customer service.

We aim to provide fast, friendly service on a solid foundation of dedicated,

driven team members and managers.

Our cashiers are trained on the menu items we offer and provide customers thoughtful suggestions

to enhance the ordering process.

Our team members and managers are responsible for our dining room environment, personally visiting

tables to ensure every customer’s satisfaction.

In our non-food court locations, meals are brought to the customers table

using actual dishes and customers are free to leave their dishes when finished as team members clear and clean tables as guests

leave the restaurant.

We intend to measure the execution of our system standards within each restaurant through an audit program for quality, service

and cleanliness.

We aim to provide fast, friendly service on a solid foundation of dedicated, driven

team members and managers.

Our team members and managers are responsible for our dining room environment, personally visiting tables

to ensure every customer’s satisfaction

We intend to measure the execution of our system standards within each restaurant through an audit program for quality, service and

The goal is to conduct these audits quarterly and may be more or less frequent based upon restaurant performance.

Additionally, we have food safety and quality assurance programs designed to maintain the highest standards for food and food

preparation procedures used by both company-operated and franchised restaurants.

Additionally,

we have food safety and quality assurance programs designed to maintain the high standards for food and food preparation procedures used

by both Company-operated and franchised restaurants.

and Team Members:

Each of our restaurants typically has a general manager, and shift leaders.

At each location there are between

six and 10 total team members who prepare our food fresh daily and provide customer service.

are selective in our hiring processes, aiming to staff our restaurants with team members that are friendly, customer-focused,

and driven to provide high-quality products.

Our team members are cross-trained in several disciplines to maximize depth of competency

and efficiency in critical restaurant functions.

alone ghost kitchen locations typically staff 1-2 employees at any time and are managed by personnel who also oversee multiple

The majority of our company-operated restaurant management staff is comprised of former team members who have advanced along

the Muscle Maker Grill career path.

Skilled team members who display leadership qualities are encouraged to enter the team leader

training program.

Each of our restaurants typically has a manager or shift leader.

At each Muscle Maker Grill restaurant location

there are usually between six and ten team members who prepare our food fresh daily and provide customer service.

At each Pokemoto

location there are usually between one and four team members who prepare our food fresh daily and provide customer service.

are selective in our hiring processes, aiming to staff our restaurants with team members that are friendly, customer-focused, and driven

to provide high-quality products.

Our team members are cross-trained in several disciplines to maximize depth of competency and efficiency

in critical restaurant functions.

The majority of our Company-operated restaurant management staff is comprised of former team members who have advanced along the

Company career path.

Successive steps along the management path add increasing levels of duties and responsibilities.

Our Franchisee

training generally consists of 10 to 14 days in a certified training location, and an additional seven to 10 days post opening

Our operational team members provide consistent, ongoing training through follow up restaurant visits, inspections,

or email or phone correspondences.

training generally consists of 10 to 14 days in a certified training location, and an additional 7 to 10 days post opening training.

Our operational team members provide consistent, ongoing training through follow up restaurant visits, inspections, or email or phone

correspondences.

Franchise Program

We use a franchising strategy to increase new restaurant growth in certain United States and international markets, leveraging

the ownership of entrepreneurs with specific local market expertise and requiring a relatively minimal capital commitment by us.

We believe the franchise revenue generated from our franchise base has historically served as an important source of stable and

recurring cash flows to us and, as such, we plan to expand our base of franchised restaurants.

In existing markets, we encourage

growth from current franchisees.

In our expansion markets, we seek highly qualified and experienced new franchisees for multi-unit

development opportunities.

We seek franchisees of successful, non-competitive brands operating in our expansion markets.

strategic networking and participation in select franchise conferences, we aim to identify highly-qualified prospects.

Additionally,

we market our franchise opportunities with the support of a franchising section on our website and printed brochures.

use a franchising strategy to increase new restaurant growth, especially as we focus on growing the Pokemoto brand, in certain

United States and international markets, leveraging the ownership of entrepreneurs with specific local market expertise and

requiring a relatively minimal capital commitment by us.

We believe the franchise revenue generated from our franchise base has

historically served as an important source of stable and recurring cash flows to us and, as such, we plan to expand our base of

franchised restaurants.

We currently have roughly $15 million in working capital to deploy against this strategy and have begun

executing against this plan.

We have already signed 31 franchise agreements and opened six new locations over the last few

months with three additional locations under construction.

In existing markets, we encourage growth from current franchisees.

expansion markets, we seek highly motivated and entrepreneurial new franchisees for single-unit or multi-unit development

opportunities.

We market our franchise opportunities with the support of a franchising section on our website, social media, trade

shows and other marketing tactics.

Owner Support:

We believe creating a foundation of initial and on-going support is important to future success for both our

franchisees and our brand.

have a mandatory training program that was designed to ensure that our franchise owners and their managers are equipped with the

knowledge and skills necessary to position themselves for success.

The program consists of hands-on training in the operation

and management of the restaurant.

We believe creating a foundation of initial and on-going support is important to future performance for both our franchisees

and our brand.

have a mandatory training program that was designed to ensure that our franchise owners and their managers are equipped with the knowledge

and necessary skills to operate our concept.

The program consists of hands-on training in the operation and management of the restaurant.

Training is conducted by a general training manager who has been certified by us for training.

Instructional materials for the initial training program include our operations manual, crew training system, wall charts, job

aids, recipe books, product build cards, management training materials, food safety book, videos and other materials we may create

from time to time.

Training must be successfully completed before a trainee can be assigned to a restaurant as a manager.

Instructional materials for the initial

training program include our operations manual, crew training system, wall charts, job aids, recipe books, product build cards, management

training materials, food safety book, videos and other materials we may create from time to time.

Training must be successfully completed

before a trainee can be assigned to a restaurant as a manager.

also provide numerous opportunities for communication and shared feedback between us and franchise owners.

Currently, we communicate

on a frequent basis through email and system wide conference calls allowing for questions and answers with all franchisees.

addition, our operations and marketing teams conduct phone calls and/or on-site visits on a frequent basis with franchisees on

current operational changes, new products, revenue generating ideas, cost savings, and local store marketing.

Arrangements:

At December 31, 2020, Muscle Maker Development franchises the operation of a total of 16 Muscle Maker Grill

on a frequent basis through email and conference calls allowing for questions and answers with all franchisees.

In addition, our operations

and marketing teams conduct phone calls and/or on-site visits on a frequent basis with franchisees on current operational changes, new

products, revenue generating ideas, cost savings, and local store marketing.

franchise agreements currently:

terms for 15 years, with termination dates ranging from 2023 until 2034.

terms for 10 through 20 years, with termination dates ranging from 2023 until 2041.

These agreements are generally renewable for

terms ranging from 5 to 10 years.

for the payment of initial franchise fees of $35,000.

the payment of on-going royalty payments of 5% of net sales at the franchise location.

for the payment of initial franchise fees ranging from $5,000 to $35,000.

the payment of on-going royalty payments ranging from 2% to 6% of net sales at the franchise location.

In addition, franchisees contribute

2% (total) of net sales to the marketing and brand development/advertising fund.

2019 and continuing through 2020, we have undertaken an extensive review of the terms and conditions of our franchise relationships

and have recently finalized the terms of our revised standard franchise agreement and multi-unit development agreement which we

intend to govern the relationship between Muscle Maker Development and its new franchisees.

Under this franchise agreement:

are licensed the right to use the Muscle Maker Grill®

trademarks, its confidential operating manual and other intellectual

property in connection with the operation of a Muscle Maker Grill restaurant at a location authorized by us.

are protected from the establishment of another Muscle Maker Grill restaurant within a geographic territory, the scope of

which is the subject of negotiation between Muscle Make Development and the franchisee.

initial term of a franchise is 15 years, which may be renewed for up to two additional terms of five years each.

pay Muscle Maker Development an initial franchise fee of $35,000 in a lump sum at the time the Franchise Agreement is signed;

however, we may offer financing assistance under certain circumstances.

pay Muscle Maker Development an on-going royalty in an amount equal to 5% of Net sales at the franchise location, payable

pay a weekly amount equal to 2% (total) of net sales at the franchise location into a cooperative advertising fund and brand

development/advertising fund.

The cooperative advertising fee is used by franchisees for local store marketing efforts and

the brand development/advertising fund is for the benefit of all locations and is administered by Muscle Maker.

have historically required our franchisees to pay a software license fee of $3,500.

However as of July 2019, Muscle Maker

has discontinued this arrangement.

are required to offer only those food products that are authorized by Muscle Maker Development, prepared using our proprietary

ranging from 1% to 2% (total) of net sales to the marketing and brand development/advertising fund.

are licensed the right to use the Muscle Maker Grill® or Pokemoto® trademarks, its confidential operating manual and other

intellectual property in connection with the operation of a Muscle Maker Grill or Pokemoto restaurant at a location authorized by

are protected from the establishment of another Muscle Maker Grill or Pokemoto restaurant within a geographic territory, the scope

of which is the subject of negotiation between Muscle Maker Development LLC or Poke Co Holdings LLC and the franchisee.

are required to offer only those food products that are authorized by Muscle Maker Development LLC or Poke Co Holdings LLC, prepared

using our proprietary recipes;

and may obtain most supplies only from suppliers that are approved or designated by Muscle Maker Development

Maker receives rebates from various vendors or distributors based on total system wide purchases.

partial consideration for payment of the initial franchise fee and on-going royalties, Muscle Maker Development loans its

franchisees a copy of its confidential operating manual, administers the advertising/brand development fund, and provides

franchisees with pre-opening and on-going assistance including site selection assistance, pre-opening training, and in-term

LLC or Poke Co Holdings LLC.

Muscle Maker, Inc or Poke Co Holdings LLC receives rebates from various vendors or distributors based

on total system wide purchases.

partial consideration for payment of the initial franchise fee and on-going royalties, Muscle Maker Development LLC or Poke Co Holdings

LLC loans its franchisees a copy of its confidential operating manual, administers the advertising/brand development fund, and provides

franchisees with pre-opening and on-going assistance including site selection assistance, pre-opening training, and in-term training.

Development Agreements:

Franchisees who desire to develop more than one restaurant and who have the financial strength and

managerial capability to develop more than one restaurant may enter into a multi-unit development agreement.

Under a multi-unit

development agreement, the franchisee agrees to open a specified number of restaurants, at least two, within a defined geographic

area in accordance with an agreed upon development schedule which could span several months or years.

Each restaurant, in accordance

with the development schedule, requires the execution of a separate franchise agreement prior to site approval and construction,

which will be the then current franchise agreement, except that the initial franchise fee, royalty and advertising expenditures

will be those in effect at the time the multi-unit agreement is executed.

Multi-unit development agreements require the payment

of a development fee equal to $35,000 for the first restaurant plus $17,500 multiplied by the number of additional restaurants

that must be opened under such development agreement.

The entire development fee is payable at the time the multi-unit development

agreement is signed;

however, the development fee actually paid for a particular restaurant is credited as a deposit against the

initial franchise fee that is payable when the franchise agreement for the particular franchise is signed.

Franchisees who desire to develop more than one restaurant and who have the financial strength and managerial

capability to develop more than one restaurant may enter into a multi-unit development agreement.

Under a multi-unit development agreement,

the franchisee agrees to open a specified number of restaurants, at least two, within a defined geographic area in accordance with an

agreed upon development schedule which could span several months or years.

Each restaurant, in accordance with the development schedule,

requires the execution of a separate franchise agreement prior to site approval and construction, which in most cases will be the then

current franchise agreement, except that the initial franchise fee, royalty and advertising expenditures will be those in effect at the

time the multi-unit agreement is executed.

Multi-unit development agreements require the payment of a development fee ranging from $20,000

to $35,000 for the first restaurant plus ranging from $10,000 to $17,500 multiplied by the number of additional restaurants that must

be opened under such development agreement.

The entire development fee is payable at the time the multi-unit development agreement is

however, the development fee actually paid for a particular restaurant is credited as a deposit against the initial franchise

fee that is payable when the franchise agreement for the particular franchise is signed.

Representative Agreements:

Pursuant to our area representative agreements, the area representatives will identify and refer

prospective franchisee candidates to us, provide franchisees with our site selection criteria and assist franchisees to complete

a site review package, and will advise franchisees concerning our standards and specifications and make on-site visits, but we

retain control of all decision-making authority relative to the franchisees, including franchisee approval, site location approval

and determination whether franchisees are in compliance with their franchise agreements.

representative agreements are generally for a term of 15 years, in consideration for which we generally compensate area representatives

with 1% of net sales of the franchises that are under the area representative for the 15-year term.

Pursuant to our area representative agreements, the area representatives will identify and refer prospective

franchisee candidates to us, provide franchisees with our site selection criteria and assist franchisees to complete a site review package,

and will advise franchisees concerning our standards and specifications, perform on-going training as required and make quarterly on-site

visits and inspections, but we retain control of all decision-making authority relative to the franchisees, including franchisee approval,

site location approval and determination whether franchisees are in compliance with their franchise agreements.

representative agreements are generally for a term ranging from 10 to 20 years, in consideration for which we generally compensate area

representatives with a range of 1% to 2% of net sales of the franchises that are under the area representative for the term of the agreement

as well as up to 50% of the initial franchise fees for new franchise agreements.

Marketing and Advertising

promote our restaurants and products through multiple advertising campaigns.

The campaigns aim to deliver our message of fresh

and healthy-inspired product offerings.

The campaign emphasizes our points of differentiation, from our fresh ingredients and

in-house preparation, to the preparation of our healthy inspired meals.

use multiple marketing channels, including social media such as Facebook, Instagram and Twitter, email, text marketing, local

store marketing, public relations/press releases and other methods to broadly drive brand awareness and purchases of our featured

We complement this periodically with direct mail.

The campaigns aim to deliver our message of fresh and healthy-inspired

product offerings.

The campaign emphasizes our points of differentiation, from our fresh ingredients and in-house preparation, to the

preparation of our healthy inspired meals.

use multiple marketing channels, including social media such as Facebook, Instagram and Twitter, email, text marketing, local store marketing,

public relations/press releases and other methods to broadly drive brand awareness and purchases of our featured products.

We complement

this periodically with direct mail.

Purchasing and Distribution

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that meet our specifications from reliable suppliers.

We contract with Sysco, a major foodservice distributor, for substantially

all of our food and supplies.

Food and supplies are delivered to most of our restaurants one to two times per week.

Our distributor

relationship with Sysco has been in place since 2007.

Our franchisees are required to use our primary distributor, or an approved

regional distributor and franchisees must purchase food and supplies from approved suppliers.

In our normal course of business,

we evaluate bids from multiple suppliers for various products.

Fluctuations in supply and prices can significantly impact our

restaurant service and profit performance.

Food and supplies are delivered to most of our restaurants one to two times per

Our franchisees are required to use our primary distributors, or an approved regional distributor and franchisees must purchase

food and supplies from approved suppliers.

In our normal course of business, we evaluate bids from multiple suppliers for various products.

Fluctuations in supply and prices can significantly impact our restaurant service and profit performance.

Intellectual Property

have registered Muscle Maker Grill ®, Healthy Joe’s, Muscle Maker AF, MMG Burger Bar and certain other names used by

our restaurants as trademarks or service marks with the United States Patent and Trademark Office and Muscle Maker Grill ®

in approximately one foreign countries.

Our brand campaign, Great Food with Your Health in Mind™, has also been approved

for registration with the United States Patent and Trademark Office.

In addition, the Muscle Maker Grill and Healthy Joe’s

logo, website name and address and Facebook, Instagram and Twitter accounts are our intellectual property.

Our policy is to pursue

and maintain registration of service marks and trademarks in those countries where business strategy requires us to do so and

to oppose vigorously any infringement or dilution of the service marks or trademarks in such countries.

We maintain the recipe

for our healthy inspired recipes, as well as certain proprietary standards, specifications and operating procedures, as trade

secrets or confidential proprietary information.

have registered Pokemoto®, SuperFit Foods®, Muscle Maker Grill®, Meal Plan AF®, MMG Burger Bar® and

certain other names used by our restaurants as trademarks or service marks with the United States Patent and Trademark Office and Muscle

Maker Grill® in one foreign country.

Our brand campaign, Great Food with Your Health in Mind™, has also been approved for

registration with the United States Patent and Trademark Office.

In addition, the Muscle Maker Grill, Pokemoto and SuperFit Foods logos,

recipes, trade dress, packaging, website name and address and Facebook, Instagram, Twitter and other social media and internet accounts

are our intellectual property.

Our policy is to pursue and maintain registration of service marks and trademarks in those countries where

business strategy requires us to do so and to oppose vigorously any infringement or dilution of the service marks or trademarks in such

We maintain the recipe for our healthy inspired recipes, as well as certain proprietary standards, specifications and operating

procedures, as trade secrets or confidential proprietary information.

operate in the restaurant industry, which is highly competitive and fragmented.

The number, size and strength of competitors vary

Our competition includes a variety of locally owned restaurants and national and regional chains that offer dine-in,

carry-out and delivery services.

Our competition in the broadest perspective includes restaurants, pizza parlors, convenience

food stores, delicatessens, supermarkets, third party delivery services and club stores.

However, we indirectly compete with fast

casual restaurants, including Chipotle and Panera Bread, among others, and with healthy inspired fast casual restaurants, such

as the Protein Bar, Freshii and Veggie Grill, among others.

believe competition within the fast-casual restaurant segment is based primarily on ambience, price, taste, quality and the freshness

of the menu items.

We also believe that QSR competition is based primarily on quality, taste, speed of service, value, brand recognition,

restaurant location and customer service.

We believe the restaurant industry has changed due to the Covid-19 pandemic and an emphasis

on delivery, ghost kitchens, direct mail and other non-traditional locations and methods are becoming critical to the restaurant

industry and how consumers interact with brands.

This changing environment will require flexibility and the ability to rapidly

make adjustments.

The number, size and strength of competitors vary by

Our competition includes a variety of locally owned restaurants and national and regional chains that offer dine-in, carry-out

and delivery services as well as meal prep companies.

Our competition in the broadest perspective includes restaurants, pizza parlors,

convenience food stores, delicatessens, supermarkets, third party delivery services, direct to consumer meal prep and club stores.

we indirectly compete with fast casual restaurants, including Chipotle and Panera Bread, among others, and with healthy inspired fast

casual restaurants, such as Pokeworks, Freshii and Veggie Grill as well as direct-to-consumer meal prep such as Freshly, among

believe competition within the fast-casual restaurant and meal prep segments is based primarily on ambience, price, taste, quality and

the freshness of the menu items.

We also believe that QSR competition is based primarily on quality, taste, speed of service, value,

brand recognition, restaurant location and customer service.

We believe the restaurant industry has changed over the past few years due

to the Covid-19 pandemic and an emphasis on delivery, ghost kitchens, direct mail and other non-traditional locations and methods are

becoming critical, along with healthy menu options, to the restaurant industry and how consumers interact with brands.

This changing

environment will require flexibility and the ability to rapidly make adjustments.

consumer preferences continue to evolve into healthier eating options, most restaurants are developing healthier menu options.

As more restaurants offer healthier options, the competition for our product offerings becomes more intense and could pose a significant

threat to future revenues.

However, we believe our experience, size and flexibility allows Muscle Maker to adapt faster than many

other restaurant chains.

restaurants offer healthier options, the competition for our product offerings becomes more intense and could pose a significant threat

to future revenues.

However, we believe our experience, size and flexibility allows Muscle Maker, Inc’s portfolio of Companies

to adapt faster than many other restaurant concepts.

Management Information Systems

3 unchanged sentences

credit card and gift card processing terminal.

The point-of-sale system is used to collect daily transaction data, which generates

information about daily sales and product mix that we actively analyze.

The point-of-sale system is used to collect daily transaction data, which generates information

about daily sales and product mix that we actively analyze.

Our SuperFit Foods division sales are 100% online through the Superfitfoods.com

in-restaurant back-office computer system is designed to assist in the management of our restaurants.

The system also provides

corporate headquarters and restaurant operations management quick access to detailed business data and reduces the time spent

by our restaurant managers on administrative needs.

The system also provides sales, bank deposit and variance data to our accounting

kitchens and meal prep/plan sales are ordered using online software with reports generated through various software packages.

corporate headquarters and restaurant operations management quick access to detailed business data and reduces the time spent by our

restaurant managers on administrative needs.

The system also provides sales, bank deposit and variance data to our accounting department.

party delivery and meal prep/plan sales are ordered using online software or apps with reports generated through various software packages.

Corporate Structure

1 unchanged sentence

serves as a holding company of the following subsidiaries:

Maker Development, LLC, a directly wholly owned subsidiary, which was formed in Nevada on July 18, 2017 for the purpose of

running our existing franchise operations and continuing to franchise the Muscle Maker Grill name and business system to qualified

LLC, a directly wholly owned subsidiary, which was formed in Nevada on July 18, 2017 for the purposes of developing

new corporate stores and to also operate these new and existing corporate restaurants.

Maker USA, Inc., a directly wholly owned subsidiary, which was formed in Texas on March 14, 2019 for the purpose of holding

specific assets related to a company financing arrangement.

Maker Development, LLC, a directly wholly owned subsidiary, which was formed in Nevada on July 18, 2019 for the purpose of running

our existing franchise operations and continuing to franchise the Muscle Maker Grill name and business system to qualified franchisees.

LLC, a directly wholly owned subsidiary, which was formed in Nevada on July 18, 2019 for the purposes of developing new

corporate stores and to also operate these new and existing corporate restaurants.

Bliss, Inc, a wholly owned subsidiary, which was formed in Texas on January 28, 2016 to run a Company-owned restaurant.

Tribeca, Inc, a wholly owned subsidiary, which was formed in New Jersey on July 21, 2026 to run a Company-owned restaurant.

Maker USA, Inc., a directly wholly owned subsidiary, which was formed in Texas on March 14, 2019 for the purpose of holding specific

assets related to a company financing arrangement.

Maker Development International.

LLC, a directly wholly owned subsidiary, which was formed in Nevada on November 13, 2020

to franchise the Muscle Maker Grill name and business system to qualified franchisees internationally.

LLC, a directly wholly owned subsidiary, which was formed in Nevada on November 13, 2020 to franchise

the Muscle Maker Grill name and business system to qualified franchisees internationally.

Foods, LLC, a directly wholly owned subsidiary, which was formed in Nevada on February 23, 2021 for the purpose of running our subscription

based fresh-prepared meal prep business located in Jacksonville, Florida.

Holdings LLC, a directly wholly owned subsidiary, which was formed in Connecticut for the purpose of running our existing Company-owned

LLC, a directly wholly owned subsidiary, which was formed in Nevada on August 19, 2021 to serve as a holding company of the following

subsidiaries.

Holdings II LLC, a directly wholly owned subsidiary, which was formed in Connecticut for the purpose of running our existing Company-owned

Holdings LLC, a wholly owned subsidiary, which was formed in Connecticut for the purpose of running our existing Company-owned location.

Enterprises LLC, a wholly owned subsidiary, which was formed in Connecticut for the purpose of running our existing Company-owned

Stamford LLC, a wholly owned subsidiary, which was formed in Connecticut for the purpose of running our existing Company-owned location.

Co LLC, a wholly owned subsidiary, which was formed in Connecticut for the purpose of running our existing Company-owned location.

Co Holdings LLC, a directly wholly owned subsidiary, which was formed in Connecticut on July 18, 2018 to franchise the Pokemoto name

and business system to qualified franchisees.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business