Amended Current Report Filing (8-k/a)
August 12 2021 - 4:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 9, 2021
HOME BISTRO, INC.
(Exact Name of Registrant as Specified in Charter)
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Nevada
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000-56222
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27-1517938
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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4014 Chase Avenue, #212
Miami Beach, FL 33140
(Address of Principal
Executive Offices, Zip Code)
(631) 964-1111
(Registrant’s
telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act: None
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Current Report on
Form 8-K/A (this “Amendment”) is being filed by Home Bistro, Inc., (the “Company”), to amend its Current Report
on Form 8-K (the “Prior 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on June 9, 2021, in
connection with the acquisition of Model Meals, LLC (“Model Meals”) by the Company which closed on dated June 6, 2021, whereby
the Company acquired 100% interest in Model Meals.
The Company is filing this Amendment solely to
provide (i) the historical audited financial statements of Model Meals as of and for the years ended December 31, 2020 and 2019, and the
unaudited condensed financial statements as of March 31, 2021 and for the three month periods ended March 31, 2021 and 2020, referred
to in Item 9.01(a) below; and (ii) the unaudited pro forma combined financial statements as of and for the three month period ended March
31, 2021 and for the year ended December 31, 2020, referred to in Item 9.01(b) below.
Section 1 – Registrants Business and
Operations
Item 1.01 Entry into a Material Definitive
Agreement
On July 7, 2021, Home Bistro, Inc. (the “Company”)
entered into an Agreement and Plan of Merger with the members of Model Meals, LLC, acquiring Model Meals, LLC through a reverse triangular
merger, whereby Model Meals, LLC merged with Model Meals Acquisition Corp., a wholly owned subsidiary of the Company, with Model Meals,
LLC being the surviving entity (the “Acquisition”). As a result, Model Meals, LLC became a wholly owned subsidiary of the
Company, and the members of Model Meals, LLC received 2,008,310 shares of restricted common stock and $60,000.
Section 3 - Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Acquisition described above, the
Company issued 2,008,310 shares of restricted common stock. The shares are subject to a 24 month Lockup and Leak-Out Agreement and were
issued pursuant to Section 4(a)(2) of the Securities Act.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial
Statements and Exhibits
(a) Financial Statements
of Company Acquired
The audited financial
statements of Model Meals as of and for the years ended December 31, 2020 and 2019, and the unaudited condensed financial statements as
of March 31, 2021 and for the three month periods ended March 31, 2021 and 2020, are filed herewith as Exhibits 99.1 and 99.2, respectively,
and are incorporated herein by reference.
(b) Pro Forma Financial
Information.
The unaudited pro forma
financial statements of the Company and Model Meals as of and for the three month period ended March 31, 2021 and for the year ended December
31, 2020, filed herewith and attached hereto as Exhibit 99.3, are incorporated herein by reference.
(d) Exhibits
Below is a list of exhibits included with
this Current Report on Form 8-K.
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Exhibit
Number
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Description
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2.1
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Agreement and Plan of Merger between Model Meals LLC, Model Meals Acquisition Corp., and Home Bistro Inc. dated July 6, 2021
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99.1
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Audited Financial Statement of Model Meals, LLC as of and for the years ending December 31, 2020 and 2019
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99.2
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Unaudited Financial Statement of Model Meals, LLC as of and for the three months ended March 31, 2021 and 2020
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99.3
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Unaudited Pro Forma Combined Financial Information of Home Bistro Inc. and Model Meals, LLC as of and for the period ended March 31, 2021 and for the year ended December 31, 2020
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SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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HOME BISTRO, INC.
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Date: August 12, 2021
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By
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/s/
Zalmi Duchman
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Zalmi Duchman
Chief Executive Officer
(Principal Executive Officer and Principal Financial
Officer)
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2
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