UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Muscle Maker Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
627333107
(CUSIP Number)
November 18, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 627333107 | | Schedule 13G | | |
| 1. | | Name of Reporting Persons Joey Giamichael |
| 2. | | Check the Appropriate Box if a Member of a Group (see instructions) (a) x (b) ¨ |
| 3. | | SEC USE ONLY |
| 4. | | Citizenship or Place of Organization United States of America |
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 1,575,500 |
| 6. | Shared Voting Power 0 |
| 7. | Sole Dispositive Power 1,575,500 |
| 8. | Shared Dispositive Power 0 |
| 9. | | Aggregate Amount Beneficially Owned by Each Reporting Person 1,575,500(1) |
| 10. | | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨ |
| 11. | | Percent of Class Represented by Amount in Row 9 5.4% |
| 12. | | Type of Reporting Person (see instructions) IN |
| (1) | 1,365,000 of these shares are owned by Thoroughbred Diagnostics, LLC, a Delaware limited liability company, of which Mr. Giamichael is the sole manager. |
Item 1.
(a) Name of Issuer: The name of the issuer is Muscle Maker Inc. (the “Issuer”).
(b) Address of Issuer’s Principal Executive Offices: The Issuer is a corporation organized under the laws of the State of Nevada with principal executive offices at 1751 River Run, Suite 200, Fort Worth, Texas 76107.
Item 2.
(a) Name of Person Filing: The name of the person filing is:
(i) Joey Giamichael (“Mr. Giamichael”).
(b) Address of Principal Business Office, or if None, Residence:
(i) The principal executive office of Mr. Giamichael is 203 Burkdale Ct., New Hope, PA 18938.
(c) Citizenship:
(i) Mr. Giamichael is a citizen of the USA.
(d) Title of Class of Securities: The title of the class of securities is Common Stock par value $0.0001 per share.
(e) CUSIP Number: The CUSIP number for the Common Stock is 627333107.
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) [ ] An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
(a) Amount beneficially owned:
(i) Mr. Giamichael owns 1,575,500 shares of Common Stock.
(b) Percent of class:
(i) For Mr. Giamichael: 5.4%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(A) For Mr. Giamichael: 1,575,500 shares of Common Stock
(ii) Shared power to vote or to direct the vote:
(A) For Mr. Giamichael: 0 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition:
(A) For Mr. Giamichael: 1,575,500 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition:
(A) For Mr. Giamichael: 0 shares of Common Stock.
Item 5. Ownership of 5 Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities reported herein.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certifications
Not applicable.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 29, 2022
| | By: | /s/ Joey Giamichael | |
| | | Joey Giamichael | |
| | | Reporting Person | |
