UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39223 MUSCLE MAKER, INC. Securities registered pursuant to Section 12(b) of the Act: | Title of each class | Trading Symbol(s) | Na ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2021 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39223 MUSCLE MAKER, INC. (Exact name of registrant as specified in its charter) Nevada 47-2555533 (State or Other Jurisdiction ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the year ended December 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Muscle Maker, INC. Nevada 001-39223 47-2555533 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File No.) Identification No.) 2600 South Shore Blvd., Suite 300, League City, Texas ( ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39223 MUSCLE MAKER, INC. (Exact name of registrant as specified in its charter) Nevada 47-2555533 (State or Other Jurisdic ...

Revenue Performance - Total revenues for the three months ended June 30, 2020, were $834,686, a 39% decrease from $1,383,416 in the same period of 2019, primarily due to a decline in franchise royalties and temporary closures of corporate stores due to Covid-19 [154]. - Total revenues for the six months ended June 30, 2020, were $2,269,740, a decrease of 11.61% from $2,567,790 in the same period of 2019 [172]. - Restaurant sales, net of discounts, increased by $280,766, or 17.4%, to $1,897,366 for the six months ended June 30, 2020, compared to $1,616,600 in 2019 [173]. - Retail store revenues for the six months ended June 30, 2020 were $1,897,366, compared to $1,616,600 in 2019, indicating a growth of approximately 17.4% [207]. Franchise Performance - Franchise royalties and fees decreased to $142,293 for the three months ended June 30, 2020, from $529,085 in 2019, a decline of $386,792 attributed to fewer franchisee locations and lower sales volumes [156]. - Franchise royalties and fees decreased by $555,473 to $318,324 for the six months ended June 30, 2020, primarily due to fewer franchisee locations and lower sales [174]. - Franchise revenue from royalties for the six months ended June 30, 2020 was $173,779, down from $398,360 in 2019, representing a decline of approximately 56.3% [209]. - Franchise fee revenues for the six months ended June 30, 2020 were $89,630, compared to $326,517 in 2019, reflecting a decrease of approximately 72.6% [210]. - Contributions from franchisees to the advertising fund for the six months ended June 30, 2020 were $54,050, down from $77,393 in 2019, a decline of approximately 30.2% [214]. Operating Costs and Expenses - Total operating costs and expenses increased to $9,020,229 for the six months ended June 30, 2020, from $3,942,088 in 2019, resulting in a loss from operations of $6,750,489 [184]. - General and administrative expenses rose to $1,213,851, or 145.4% of total revenues, for the three months ended June 30, 2020, compared to $966,539, or 69.9% in 2019, an increase of $247,312 [166]. - General and administrative expenses surged to $6,343,254, or 279.5% of total revenues, compared to $2,070,575, or 80.6% of total revenues in 2019 [183]. Profitability and Losses - Loss from operations for the three months ended June 30, 2020, was $1,393,936, or 167% of total revenues, compared to a loss of $561,102, or 40.6% in 2019, reflecting an increase of $832,834 [167]. - Net loss for the three months ended June 30, 2020, was $1,501,425, a decrease of $41,181 from $1,542,606 in the same period of 2019, primarily due to a decrease in other expenses [169]. - Net loss for the six months ended June 30, 2020, increased by $3,967,603 to $6,993,688, compared to a net loss of $3,026,085 in 2019 [186]. Cash Flow and Financing - Cash balance as of June 30, 2020, was $3,161,195, up from $478,854 at the end of 2019 [187]. - The company utilized $3,834,131 of cash in operating activities during the six months ended June 30, 2020, indicating a need for additional financing [188]. - Net cash used in operating activities for the six months ended June 30, 2020 was $3,834,131, compared to $2,013,398 for the same period in 2019, reflecting a net loss of $6,993,688 [196]. - Net cash provided by financing activities for the six months ended June 30, 2020 was $6,680,057, an increase from $5,354,000 in 2019, primarily due to $6,780,000 from an offering [198]. - The company received a Paycheck Protection Program loan of $866,300 on May 9, 2020, with a fixed annual interest rate of 1.00% [191]. Financial Condition - The company had an accumulated deficit of $60,088,290 as of June 30, 2020, and expects to continue incurring operating and net losses for the foreseeable future [139]. - The company has an accumulated deficit of $60,088,290 as of June 30, 2020, raising substantial doubt about its ability to continue as a going concern [188]. - The adoption of Topic 606 resulted in an adjustment of $875,902 in accumulated deficit and deferred revenues [206]. - The company has no off-balance sheet arrangements that materially affect its financial condition [221].

(Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Exact name of registrant as specified in its charter) Nevada 47-2555533 (State or Other Jurisdiction of Incorporation or Organization) 308 East Renfro St ...

Part I [Item 1. Business](index=5&type=section&id=Item%201.%20Business) Muscle Maker operates 38 healthy-inspired restaurants, reported a **$28.4 million net loss** in 2019, and faces a going concern warning, focusing on non-traditional expansion - The company operates **38 Muscle Maker Grill restaurants**, with **10 company-owned** and **28 franchised**, located across 15 states and Kuwait as of December 31, 2019[18](index=18&type=chunk) Financial Performance (Fiscal Years 2019 vs. 2018) | Metric | 2019 ($) | 2018 ($) | | :--- | :--- | :--- | | Total Revenues | $4,959,005 | $6,022,669 | | Company-Operated Revenue | $3,466,553 | $3,869,758 | | Net Loss | ($28,385,044) | ($7,204,540) | | Negative Cash Flow (Operating) | ($4,504,226) | ($2,726,737) | | Accumulated Deficit (as of Dec 31) | ($53,094,602) | - | - The company's independent auditors issued an opinion expressing substantial doubt about its ability to continue as a going concern due to significant net losses and cash flow deficits[18](index=18&type=chunk) - The company's growth strategy includes expanding company-operated restaurants in non-traditional locations like universities and military bases, and growing its franchise base, particularly in the Northeast[26](index=26&type=chunk) - In November 2019, the company launched a new concept, 'Healthy Joe's', by converting an existing Muscle Maker Grill location, featuring a broader menu to attract a wider audience[26](index=26&type=chunk) [Item 1A. Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including COVID-19 disruption, a **$3.7 million working capital deficit**, and a **going concern warning** due to historical losses, alongside intense competition and execution challenges - The COVID-19 pandemic has significantly disrupted business by forcing dining room closures, modifying work hours, and pausing new restaurant construction, with the full financial impact remaining uncertain[78](index=78&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk) - The company has a history of significant operating losses, with a **net loss of $28.4 million in 2019** and an **accumulated deficit of $53.1 million**, leading auditors to express substantial doubt about its ability to continue as a going concern[86](index=86&type=chunk) - As of December 31, 2019, the company had a **working capital deficit of approximately $3.7 million** and requires additional capital to fund operations, despite raising **$6.78 million** in a February 2020 public offering[89](index=89&type=chunk) - The company's system is geographically concentrated, with approximately **42% of its restaurants in the Northeastern U.S.** and **34% in New Jersey and New York**, making it vulnerable to regional conditions[119](index=119&type=chunk) - Management identified material weaknesses in internal control over financial reporting, including a lack of written policies, insufficient accounting resources leading to inadequate segregation of duties, and deficient IT controls[183](index=183&type=chunk)[184](index=184&type=chunk) [Item 1B. Unresolved Staff Comments](index=40&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments - There are no unresolved staff comments[203](index=203&type=chunk) [Item 2. Properties](index=40&type=section&id=Item%202.%20Properties) The company's executive office is in Burleson, Texas, with 38 restaurants (10 company-owned, 28 franchised) across 15 states and Kuwait as of May 29, 2020, concentrated in New Jersey and New York - The company's principal executive office is located in Burleson, Texas[204](index=204&type=chunk) System-Wide Restaurant Count by Jurisdiction (as of May 29, 2020) | State/Country | Company-Owned | Franchised | Total | | :--- | :--- | :--- | :--- | | New Jersey | 1 | 7 | 8 | | New York | 3 | 2 | 5 | | Texas | 1 | 3 | 4 | | Florida | - | 3 | 3 | | California | 1 | 1 | 2 | | Georgia | 2 | - | 2 | | Illinois | - | 2 | 2 | | North Carolina | - | 2 | 2 | | Pennsylvania | - | 2 | 2 | | Kuwait | - | 2 | 2 | | Other States (6) | 2 | 4 | 6 | | **TOTAL** | **10** | **28** | **38** | [Item 3. Legal Proceedings](index=41&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in several legal actions, primarily related to past lease obligations and vendor payments, including settlements with landlords, a default judgment on a convertible note, and accrued unpaid sales taxes - Settled litigation with landlords Crownhall and Limestone regarding two closed locations for a total of **$200,000** to be paid over 20 months, avoiding potential damages of **$2.39 million**; **$52,500** remained accrued as of Dec 31, 2019[207](index=207&type=chunk) - A default judgment was entered against the company for **$171,035** related to a convertible note; **$100,000** in principal and **$18,045** in accrued interest remained outstanding as of Dec 31, 2019[208](index=208&type=chunk) - The company has accrued approximately **$329,089** as of December 31, 2019, for past-due state and local sales taxes from 2018 and 2019 and is in discussions for payment plans[217](index=217&type=chunk) - Mechanics liens totaling **$98,005** were filed by various contractors for labor and materials, with the company accruing for this liability and intending to set up payment plans[212](index=212&type=chunk) [Item 4. Mine Safety Disclosures](index=42&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[218](index=218&type=chunk) Part II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=43&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on NASDAQ under 'GRIL', with 652 holders as of May 29, 2020, and no cash dividends paid or intended, while significant unregistered sales of convertible notes were converted to common stock in 2019 - The company's common stock is traded on the NASDAQ market under the symbol **"GRIL"**; as of May 29, 2020, there were **652 holders of record**[220](index=220&type=chunk)[222](index=222&type=chunk) - The company has never declared or paid cash dividends and does not anticipate doing so in the foreseeable future, intending to retain earnings for business expansion[223](index=223&type=chunk) - In December 2019, the company converted a significant amount of its outstanding convertible notes into common stock, including **$4.69 million of 15% Notes** and **$3.43 million of 12% Notes**[227](index=227&type=chunk)[231](index=231&type=chunk) Outstanding Warrants (as of Dec 31) | Year | Warrants Outstanding | Weighted-Average Exercise Price ($) | | :--- | :--- | :--- | | 2019 | 2,450,287 | $5.51 | | 2018 | 312,078 | $23.66 | [Item 6. Selected Financial Data](index=46&type=section&id=Item%206.%20Selected%20Financial%20Data) As a smaller reporting company, Muscle Maker, Inc. is not required to provide selected financial data - The company is a smaller reporting company and is therefore not required to provide the information for this item[246](index=246&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=47&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In 2019, total revenues decreased by **17.7% to $5.0 million**, with net loss widening to **$28.4 million** due to non-cash expenses, resulting in a **$3.7 million working capital deficiency** and a **$53.1 million accumulated deficit**, though subsequent IPO proceeds and a PPP loan are expected to fund operations through Q4 2020 Consolidated Results of Operations (2019 vs. 2018) | Metric | 2019 ($) | 2018 ($) | | :--- | :--- | :--- | | Total Revenues | $4,959,005 | $6,022,669 | | Loss from Operations | ($3,654,005) | ($3,585,846) | | Total Other Expense, net | ($24,731,039) | ($3,618,694) | | Net Loss | ($28,385,044) | ($7,204,540) | - Total revenues decreased by **17.66%** in 2019, primarily due to a **$555,334 decrease in franchise royalties and fees** and a **$403,205 (10.4%) decrease in company restaurant sales**[265](index=265&type=chunk)[266](index=266&type=chunk)[267](index=267&type=chunk) - The significant increase in net loss for 2019 was mainly driven by non-cash expenses, including a **$15.1 million inducement expense** and a **$5.4 million warrant modification expense**, incurred to convert approximately **$9.5 million of debt** into common stock[280](index=280&type=chunk) - The company had a **working capital deficiency of $3.7 million** and an **accumulated deficit of $53.1 million** as of Dec 31, 2019, raising substantial doubt about its ability to continue as a going concern[283](index=283&type=chunk) - Subsequent to year-end, the company raised net proceeds of **$6.78 million** from its IPO in February 2020 and received an **$866,300 PPP loan** in May 2020, with management believing this capital will fund operations through Q4 2020[284](index=284&type=chunk)[287](index=287&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=59&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not applicable to the company - Not applicable[319](index=319&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=59&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The company's financial statements are included in the Annual Report following Item 16, with supplementary financial information not required as a smaller reporting company - The required financial statements are included later in the report; supplementary data is not required as the company is a smaller reporting company[320](index=320&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=59&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with its accountants on accounting and financial disclosure - None[321](index=321&type=chunk) [Item 9A. Controls and Procedures](index=59&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of December 31, 2019, due to material weaknesses in internal control over financial reporting, including lack of policies, insufficient resources, and inadequate IT controls, though financial statements are believed to be fairly presented - Management concluded that disclosure controls and procedures were not effective as of December 31, 2019[322](index=322&type=chunk) - Management identified several material weaknesses in internal control over financial reporting as of December 31, 2019[328](index=328&type=chunk) - The identified material weaknesses are: lack of written documentation of internal control policies; insufficient accounting resources and segregation of duties; inadequate controls for timely communication of transactions; and significant deficiencies in IT controls[329](index=329&type=chunk) - No changes in internal control over financial reporting occurred during the fourth quarter of 2019 that materially affected, or are reasonably likely to materially affect, internal controls[331](index=331&type=chunk) [Item 9B. Other Information](index=61&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[332](index=332&type=chunk) Part III [Item 10. Directors, Executive Officers and Corporate Governance](index=62&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's leadership includes CEO Michael J. Roper and CFO Ferdinand Groenewald, with an eight-member Board of Directors, seven of whom are independent, overseeing Audit, Compensation, and Nominating committees, and adhering to a code of business conduct - The executive team is led by **Michael J. Roper (CEO)**, **Kevin Mohan (Chief Investment Officer and Chairman)**, **Kenneth Miller (COO)**, and **Ferdinand Groenewald (CFO)**[335](index=335&type=chunk) - The Board of Directors consists of **eight members**, with **seven qualifying as independent directors** under Nasdaq listing requirements[364](index=364&type=chunk) - The Board has established three key committees: Audit, Compensation, and Nominating and Corporate Governance, each chaired by an independent director[368](index=368&type=chunk) - The Audit Committee is chaired by **Stephen Spanos**, who qualifies as an "audit committee financial expert"[369](index=369&type=chunk) [Item 11. Executive Compensation](index=68&type=section&id=Item%2011.%20Executive%20Compensation) For 2019, CEO Michael J. Roper's total compensation was **$271,946**, with executive compensation primarily base salary and potential bonuses tied to a successful public offering, while non-executive directors receive cash fees and stock awards 2019 Named Executive Officer Compensation | Name and Principal Position | Year | Salary ($) | Bonus ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | Michael J. Roper, CEO | 2019 | $271,946 | - | $271,946 | | Ferdinand Groenewald, CFO | 2019 | $151,749 | $10,000 | $161,749 | | Kenneth Miller, COO | 2019 | $202,298 | - | $202,298 | - Employment agreements for key executives include base salaries with provisions for increases and bonuses tied to the successful completion of a public offering and listing on a national exchange[381](index=381&type=chunk)[383](index=383&type=chunk)[384](index=384&type=chunk) - The company established a 2019 Equity Incentive Plan with **214,286 shares of common stock** reserved for issuance, though no shares had been issued under this plan as of the report date[391](index=391&type=chunk) - Non-executive directors receive an annual cash fee of **$9,000**, plus annual stock awards for board and committee service, and also received stock compensation for past services rendered in 2017, 2018, and 2019[401](index=401&type=chunk)[402](index=402&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=75&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of May 29, 2020, the company had **7,941,304 shares of common stock outstanding**, with Catalytic Holdings 1 LLC and Thoroughbred Diagnostics, LLC as key beneficial owners, and all executive officers and directors collectively owning **8.05%** - As of May 29, 2020, there were **7,941,304 shares of common stock outstanding**[412](index=412&type=chunk) Beneficial Ownership of Major Stockholders and Management (as of May 29, 2020) | Name of Beneficial Owner | Percentage of Shares Outstanding | | :--- | :--- | | **5% Stockholders:** | | | Catalytic Holdings 1 LLC | 29.21% | | Thoroughbred Diagnostics, LLC | 21.07% | | Greentree Financial Group, Inc | 5.29% | | **Management:** | | | All executive officers and directors as a group (13 persons) | 8.05% | [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=77&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company details numerous related party transactions, primarily with its former parent ARH involving debt-to-equity conversions, and employment agreements with officers and directors for performance-based stock awards, all subject to Audit Committee review - The Audit Committee is responsible for reviewing and approving all related party transactions to manage potential conflicts of interest[415](index=415&type=chunk) - The company engaged in extensive financial transactions with its former parent, American Restaurant Holdings (ARH), including issuing multiple convertible promissory notes between 2015 and 2018, which were subsequently converted into common stock[421](index=421&type=chunk)[422](index=422&type=chunk)[425](index=425&type=chunk)[429](index=429&type=chunk) - Key executives, including CEO Michael Roper and CIO Kevin Mohan, have employment agreements that entitle them to significant restricted stock awards contingent upon the successful completion of an initial public offering[432](index=432&type=chunk)[435](index=435&type=chunk)[439](index=439&type=chunk)[440](index=440&type=chunk) - In April 2019, the company repaid **$435,000** in notes payable to related parties and issued **84,427 shares of common stock** to settle accrued interest[433](index=433&type=chunk) [Item 14. Principal Accountant Fees and Services](index=81&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Marcum LLP served as the company's independent registered public accountants for fiscal years 2019 and 2018, with total audit fees of **$238,075** and **$142,695** respectively, all pre-approved by the Audit Committee Accountant Fees (Marcum LLP) | Fee Type | 2019 ($) | 2018 ($) | | :--- | :--- | :--- | | Audit fees | $238,075 | $142,695 | | Audit-related fees | - | - | | Tax fees | - | - | | All other fees | - | - | | **Total** | **$238,075** | **$142,695** | - Audit fees consist of services for the audit of consolidated financial statements and services in connection with Form 1-A filings[446](index=446&type=chunk) - All fees were pre-approved by the company's Board or Audit Committee, which is responsible for the appointment, compensation, and oversight of the independent accountants[445](index=445&type=chunk) Part IV [Item 15. Exhibits and Financial Statement Schedules](index=82&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including corporate governance documents, financing agreements, material contracts like employment agreements and the Sysco distribution agreement, and CEO/CFO certifications - Lists corporate governance documents, including Articles of Incorporation (3.1) and Bylaws (3.2)[448](index=448&type=chunk) - Includes forms of various financing agreements, such as the 15% Senior Secured Convertible Promissory Notes (4.7) and 12% Senior Secured Convertible Promissory Notes (4.10)[448](index=448&type=chunk) - Contains material contracts, including the 2019 Equity Incentive Plan (4.17), employment agreements for CEO Michael Roper (10.7) and other executives, and the Master Distribution Agreement with Sysco Corporation (10.11)[449](index=449&type=chunk)[451](index=451&type=chunk) - Includes CEO and CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[451](index=451&type=chunk) [Item 16. Form 10-K Summary](index=85&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company - Not applicable[452](index=452&type=chunk) Consolidated Financial Statements [Report of Independent Registered Public Accounting Firm](index=88&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor, Marcum LLP, issued a fair presentation opinion but included an explanatory paragraph expressing substantial doubt about the company's going concern ability due to significant working capital deficiency and recurring losses, also noting a change in revenue recognition accounting principle - The auditor's report contains an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern due to significant working capital deficiency and incurred losses[460](index=460&type=chunk) - The Company changed its method of accounting for revenue recognition in 2019 with the adoption of ASU No. 2014-09 (Topic 606), using the modified retrospective approach[459](index=459&type=chunk) - The financial statements are the responsibility of the Company's management, and the auditor's responsibility is to express an opinion on them based on the audit[461](index=461&type=chunk) [Financial Statements Data](index=89&type=section&id=Financial%20Statements%20Data) The consolidated financial statements show a deteriorating position with a **$3.7 million working capital deficiency** and a **$53.1 million accumulated deficit** as of December 31, 2019, a **net loss of $28.4 million** on **$5.0 million revenues** in 2019, and **$4.5 million cash used in operations** Consolidated Balance Sheet Highlights (As of December 31) | Metric | 2019 ($) | 2018 ($) | | :--- | :--- | :--- | | Total Current Assets | $780,529 | $637,894 | | Total Assets | $6,260,710 | $4,487,090 | | Total Current Liabilities | $4,488,070 | $4,556,337 | | Total Liabilities | $6,014,948 | $7,330,225 | | Accumulated Deficit | ($53,094,602) | ($23,833,656) | | Total Stockholders' Equity (Deficit) | $245,762 | ($2,843,135) | Consolidated Statement of Operations Highlights (Year Ended December 31) | Metric | 2019 ($) | 2018 ($) | | :--- | :--- | :--- | | Total Revenues | $4,959,005 | $6,022,669 | | Total Costs and Expenses | $8,613,010 | $9,608,515 | | Loss from Operations | ($3,654,005) | ($3,585,846) | | Net Loss | ($28,385,044) | ($7,204,540) | | Net Loss Per Share (Basic & Diluted) | ($17.58) | ($5.66) | Consolidated Statement of Cash Flows Highlights (Year Ended December 31) | Metric | 2019 ($) | 2018 ($) | | :--- | :--- | :--- | | Net Cash Used in Operating Activities | ($4,504,226) | ($2,726,737) | | Net Cash Used in Investing Activities | ($1,520,569) | ($188,221) | | Net Cash Provided by Financing Activities | $6,145,807 | $3,194,117 | | Net Increase in Cash | $121,012 | $279,159 | | Cash - End of Period | $478,854 | $357,842 | [Notes to Consolidated Financial Statements](index=96&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the **going concern uncertainty**, the **$875,902 adjustment to retained earnings** from adopting Topic 606, the acquisition of two franchisee stores, the conversion of nearly **$9.5 million in convertible debt** triggering large non-cash expenses, and subsequent events including the **$6.78 million IPO proceeds** and **$866,300 PPP loan** - The company's ability to continue as a going concern is in substantial doubt; management's plans rely on capital raised subsequent to Dec 31, 2019, including **$6.78 million net from its IPO** and a **$150,000 note**[491](index=491&type=chunk)[492](index=492&type=chunk) - The company adopted revenue recognition standard Topic 606 in 2019, which primarily impacted the timing of franchise fee recognition, resulting in a cumulative adjustment that decreased opening retained earnings by **$875,902**[517](index=517&type=chunk) - In 2019, the company acquired two franchisee stores (Midtown and Bronx) for a combined purchase price of **$721,464**, which included **$656,348 in goodwill**[562](index=562&type=chunk)[565](index=565&type=chunk) - In December 2019, various convertible notes were amended and converted, resulting in a non-cash inducement expense of **$15.1 million** and a warrant modification expense of **$5.4 million**[623](index=623&type=chunk)[624](index=624&type=chunk) - Subsequent to year-end, the company closed its IPO in February 2020, yielding net proceeds of **$6.78 million**, and in May 2020, received an **$866,300 PPP loan** under the CARES Act[727](index=727&type=chunk)[742](index=742&type=chunk)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) For the Quarterly Period Ended September 30, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55918 MUSCLE MAKER, INC. (Exact name of registrant as specified in its charter) California 47-2555533 (State or Other Juri ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55918 MUSCLE MAKER, INC. (Exact name of registrant as specified in its charter) California 47-2555533 (State or Other Jurisdict ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2019 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-55918 MUSCLE MAKER, INC. (Exact name of registrant as specified in its charter) California 47-2555533 (State or Other Jurisdic ...