UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K

(Amendment
No. 1)



|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



For
the year ended December 31, 2019



OR



|[  ] | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------------



Muscle
Maker, INC.

(Exact
name of registrant as specified in its charter)



|Nevada                              |  | 001-39223     |  | 47-2555533             
|----------------------------------- |  | ------------- |  | -----------------------
|(State
    or other jurisdiction of |  | (Commission   |  | (I.R.S.
    Employer   
|incorporation)                      |  | File
    No.) |  | Identification
    No.)



308
East Renfro Street, Suite 101

Burleson,
Texas 76028

(Address
of principal executive offices)



Registrant’s
telephone number, including area code: (682)- 708-8250



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of each class             |  | Trading
    Symbol(s) |  | Name
    of each exchange on which registered
|----------------------------------- |  | --------------------- |  | ---------------------------------------------
|Common
    Stock, $0,0001 par value |  | GRIL                  |  | Nasdaq                                       



Securities
registered pursuant to Section 12(g) of the Act:

None










Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to the filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”
and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):



|Large
    accelerated filer | [ 
    ] |                                                   | Accelerated
    filer         | [  ]
|--------------------------- | -------- | ------------------------------------------------- | ----------------------------- | ----
|Non-accelerated
    filer   | [  ]     | (Do
    not check if a smaller reporting company) | Smaller
    reporting company | [X] 
|Emerging
    growth company | [X]      |                                                   |                               |     



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. [  ]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ] No [X]



As
of June 30, 2019, the last business day of the Registrant’s most recently completed second fiscal quarter, the common stock
of Muscle Maker Inc. was not listed on any securities exchange or quoted on any automated quotation system. Accordingly, the aggregate
market value of Muscle Maker, Inc.’s common stock held by non-affiliates could not be calculated.



The
number of shares if the Registrant’s common stock, $0.0001 par value per share, outstanding as of May 29, 2020, was 7,941,304.



DOCUMENTS
INCORPORATED BY REFERENCE



None.


















EXPLANATORY
NOTE



This
Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K for the year ended December
31, 2019 of Muscle Maker, Inc. as originally filed with the U.S. Securities and Exchange Commission on May 29, 2020 (the “Original
Form 10-K”) following the filing of its Form 12b-25 Notification of Late Filing on May 14, 2020. Muscle Maker, Inc. is filing
Amendment No. 1 to amend:



Part
I to include disclosure about Muscle Maker, Inc.’s reliance upon the SEC Order dated March 4, 2020 (Release No. 34-88318)
under Section 36 of the Exchange Act Granting Exemptions from Specified Provisions of the Exchange Act and Certain Rules Thereunder,
as superseded by SEC Order Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies dated
March 25, 2020 (Release No. 34-88465) (together, the “Order”) to delay the filing of the Annual Report on Form 10-K
for the fiscal year ended December 31, 2019 (the “Report”) due to circumstances related to the coronavirus epidemic.



Except
as contained herein, this Amendment No. 1 does not amend, modify or update the information in, or exhibits to, the Original Form
10-K, and we have not updated disclosures included therein to reflect any subsequent events. This Amendment No. 1 should be read
in conjunction with the Original Form 10-K and with our other filings made with the SEC subsequent to the filing of the Original
Form 10-K.



RELIANCE
ON SECURITIES AND EXCHANGE COMMISSION ORDER



The
Company is filing its Report pursuant to the Securities and Exchange Commission (the “SEC”) Order dated March 4, 2020
(Release No. 34-88318) under Section 36 of the Exchange Act Granting Exemptions from Specified Provisions of the Exchange Act
and Certain Rules Thereunder, as superseded by SEC Order Modifying Exemptions from the Reporting and Proxy Delivery Requirements
for Public Companies dated March 25, 2020 (Release No. 34-88465) (together, the “Order”) to delay the filing of the
Report due to circumstances related to the coronavirus pandemic (“COVID-19”). On March 30, 2020, the Company filed
a Current Report on Form 8-K stating that it is relying on the Order to delay the filing of the Report by up to 45 days. The
Company’s restaurant system which currently consists of company operated restaurants and franchised restaurants are located
throughout the United States including in areas such as California, New Jersey and New York that have been hardest hit by the
COVID-19 epidemic. As a result of the COVID 19 epidemic, management’s full efforts have been focused on operating its business,
evaluating available funding and working with its franchisees, vendors and employees. Further, the Company has been following
the recommendations of local health authorities to minimize exposure risk for its team members for the past several weeks, including
the temporary closures of its corporate offices and having team members work remotely. As a result, the Company’s finance
team was unable to complete the preparation of the Company’s consolidated financial statements and the Form 10-K until after
March 30, 2020. These unforeseen circumstances have resulted in the Company being unable to timely file an accurate Annual Report
on Form 10-K for its year-ended December 31, 2019 by the prescribed date without undue hardship and expense to the Company. Accordingly,
in reliance upon the Order, the Company filed its Annual Report on Form 10-K on May 29, 2020 following the filing of its
Form 12b-25 Notification of Late Filing on May 14, 2020.











PART
IV



|ITEM
    15. | EXHIBITS
    AND FINANCIAL STATEMENT SCHEDULES.
|------------ | -----------------------------------------------



|Exhibit
    No. |  | Exhibit
    Description                                                                                                                                    
|--------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                                                            
|31.1            |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|                |  |                                                                                                                                                            
|31.2            |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|                |  |                                                                                                                                                            
|32.1            |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002          
|                |  |                                                                                                                                                            
|32.2            |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002          











SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



|                        | MUSCLE
    MAKER, INC
|----------------------- | ---------------------
|                        |                      
|                        | By:                  
|                        |                      
|Dated:
    June 5, 2020 |                      



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.



|Name                          |  | Title                                                             
|----------------------------- |  | ------------------------------------------------------------------
|                              |  |                                                                   
|/s/
    Michael J. Roper      |  | Chief
    Executive Officer, and                                  
|Michael
    J. Roper          |  | Secretary
    (Principal Executive Officer)                       
|                              |  |                                                                   
|/s/
    Ferdinand Groenewald  |  | Chief
    Financial Officer                                       
|Ferdinand
    Groenewald      |  | (Principal
    Financial Officer and Principal Accounting Officer)
|                              |  |                                                                   
|/s/
    Kevin Mohan           |  | Chief
    Investment Officer and Chairman of the Board            
|Kevin
    Mohan               |  |                                                                   
|                              |  |                                                                   
|/s/
    Stephen A. Spanos     |  | Director                                                          
|Stephen
    A. Spanos         |  |                                                                   
|                              |  |                                                                   
|/s/
    A.B. Southall III     |  | Director                                                          
|A.B.
    Southall III         |  |                                                                   
|                              |  |                                                                   
|/s/
    Paul L. Menchik       |  | Director                                                          
|Paul
    L. Menchik           |  |                                                                   
|                              |  |                                                                   
|/s/
    John Marques          |  | Director                                                          
|John
    Marques              |  |                                                                   
|                              |  |                                                                   
|/s/
    Peter S. Petrosian    |  | Director                                                          
|Peter
    S. Petrosian        |  |                                                                   
|                              |  |                                                                   
|/s/
    Omprakash Vajinapalli |  | Director                                                          
|Omprakash
    Vajinapalli     |  |                                                                   
|                              |  |                                                                   
|/s/
    Jeff Carl             |  | Director                                                          
|Jeff
    Carl                 |  |