UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 1317, 2017

Soupman, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


000-53943		61-1638630
(Commission File Number)		(IRS Employer Identification No.)

1110 South Avenue, Suite 100

Staten Island, NY 10314

(Address of principal executive offices and zip code)

(212) 768-7687

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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. ¨

Item 1.01.

Entry into a Material Definitive Agreement.

~~Item~~As 5previously disclosed, On June 13, 2017, Soupman, Inc.02 (the “Company”) filed a voluntary petition (the “Chapter 11 Case”) under Chapter 11 (“Chapter 11”) of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”). The Chapter 11 Case is being administered under the caption In re The Original Soupman, Inc. (Case No. 1:17-bk-11313). In connection with the Chapter 11 Case, the Company, The Original Soupman, Inc., Kiosk Concepts, Inc., (collectively the “Borrowers” or “Debtors”), and Soupman Lending LLC, (the “Lender”), entered into a Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement dated July17, 2017 (the “DIP Loan Agreement”).

~~Departure~~The ofDIP ~~Directors~~Loan orAgreement ~~Certain~~provides ~~Officers;~~for ~~Election~~a senior secured super priority term loan in a principal amount of ~~Directors;~~up ~~Appointment~~to $1,700,000.00 (the “DIP Facility”) pursuant to Sections 364(c) and 364(d) of ~~Certain~~the ~~Officers;~~Bankruptcy ~~Compensatory~~Code ~~Arrangements~~to allow the Company to continue to operate its business and manage its properties as a debtor and a debtor-in-possession pursuant to the Company’s filing of ~~Certain~~a ~~Officers~~voluntary petition for relief under the Bankruptcy Code in the Court.

OnThe ~~June~~obligations ~~13,~~of ~~2017, Soupman, Inc. (hereinafter~~ the “Company”) ~~finalized~~under the ~~terms~~DIP ofFacility ~~its~~are ~~May~~to ~~25,~~be ~~2017~~(i) ~~appointment~~entitled ~~of,~~to ~~and~~super-priority ~~entered~~administrative ~~into~~expense anclaim ~~agreement~~status ~~with,~~pursuant ~~Mr. Michael Wyse, Managing Partner of Wyse Advisors LLC, providing for the engagement of Mr. Wyse as Chief Restructuring Officer (“CRO”)~~ to ~~assist~~ the ~~Company~~Bankruptcy inCode ~~dealing~~ with ~~its~~priority ~~restructuring~~over ~~process.~~any ~~Under~~administrative ~~the~~expenses ~~agreement, Mr. Wyse will also serve as Interim Chief Financial Officer (“CFO”)~~ of ~~the Company until~~ a ~~permanent~~kind ~~CFO~~specified isin ~~successfully hired. This agreement memorializes~~ the ~~terms~~Bankruptcy ~~of compensation from the May 25~~Code, ~~2017~~subject ~~appointment~~to ofa ~~Mr.~~carve-out ~~Wyse as CRO and Interim CFO. Wyse Advisors LLC will be compensated $35,000.00 per month,~~ for ~~the~~certain ~~first~~specified ~~two~~bankruptcy-related ~~months~~fees ~~commencing~~and ~~with~~expenses; ~~the~~and ~~filing of the Chapter 11 Case~~ (~~defined below~~ii), ~~and thereafter~~secured, ~~$25,000.00~~pursuant ~~per~~to ~~month until~~ the ~~bankruptcy~~Bankruptcy isCode, ~~completed.~~by ~~Upon completion of~~ a ~~sale~~first-priority ofperfected ~~substantially~~security ~~all~~interest ~~the~~and ~~assets,~~lien ~~Wyse~~on ~~Advisors~~all ~~LLC~~or ~~will~~substantially beall ~~compensated~~of ~~$300,000.00.~~the ~~Finally,~~Company’s ~~Mr.~~and ~~Wyse~~its ~~will~~debtor besubsidiaries’ ~~reimbursed~~respective ~~for~~assets ~~all reasonable~~ and ~~documented~~the ~~out-of-pocket~~Company’s ~~expenses~~equity ~~incurred~~interests in ~~connection~~its ~~with~~subsidiaries, ~~this~~subject ~~assignment.~~to certain carve-outs.

~~Mr.~~The ~~Wyse’s~~maturity ~~duties~~date ~~under~~of the ~~agreement~~DIP ~~include~~Loan ~~managing~~Agreement ~~cash~~is ~~forecasting~~the ~~and~~earliest ~~liquidity~~of ~~management~~(i) ~~procedures~~August 31, ~~reviewing~~2017; ~~and~~(ii) ~~evaluating~~the effective date of a Plan of Reorganization (as defined in the ~~go-forward~~DIP ~~business,~~Loan ~~evaluating~~Agreement); (iii) the ~~value~~date that is thirty (30) days after the date of ~~existing~~the ~~assets,~~Interim ~~evaluating~~Order ~~additional~~(as ~~strategic~~defined ~~alternatives~~in ~~with~~the DIP Loan Agreement) if the ~~goal~~Final Order (as defined in the DIP Loan Agreement) has not yet been entered; (iv) entry of ~~maximizing~~an ~~value~~order ~~for~~converting any of the ~~Company,~~Chapter ~~and~~11 ~~all~~Cases ~~other~~(as ~~duties~~defined ~~normally~~in ~~associated~~the ~~with~~DIP Loan Agreement) to a case under chapter 7 of the ~~position~~Bankruptcy Code or dismissing any of the Chapter 11 Cases; (v) the closing of a ~~CRO.~~sale ~~Mr.~~of ~~Wyse~~substantially isall ~~providing~~of ~~services~~the Debtors’ assets and (vi) the acceleration of the outstanding Obligations (as defined in the DIP Loan Agreement) under the ~~agreement~~DIP Facility or termination of the commitments under the DIP Facility, including, without limitation, as a result of the occurrence of an ~~independent~~Event ~~contractor.~~of ~~The~~Default ~~agreement~~(as ~~between~~defined Mrin the DIP Loan Agreement). ~~Wyse~~Under ~~and~~the DIP Loan Agreement, an Event of Default includes the ~~Company~~removal ~~may~~or bereplacement ~~terminated~~of ~~upon~~board, ~~thirty~~the ~~(30)~~Chief ~~days’~~Restructuring ~~prior~~Officer, ~~written~~or ~~notice~~the byChief ~~either~~Executive ~~party~~Officer.

~~Mr.~~Subject ~~Wyse~~to ~~has~~certain ~~been~~exceptions, advances under the ~~Managing~~DIP ~~Partner~~Loan ofAgreement ~~Wyse~~will ~~Advisors~~be ~~LLC~~secured ~~since~~by ~~November~~a ~~2015.~~first Hepriority ~~has~~perfected security interest in ~~excess~~substantially all of 19the ~~years~~assets of ~~experience~~the ~~advising~~Debtors. ~~companies~~The security interests and ~~other~~liens ~~constituents~~are ~~through~~subject ~~stressed~~only to certain carve outs, ~~distressed~~as ~~and~~set ~~bankruptcy~~forth ~~situations.~~in ~~From~~the ~~July~~DIP ~~2014~~Loan toAgreement. ~~July~~Advances ~~2015,~~under hethe ~~was~~DIP anLoan ~~Executive~~Agreement ~~Director~~are atsubject ~~Donlin~~to ~~Recano~~certain &covenants, ~~Company~~including, awithout ~~corporate~~limitation, ~~restructuring~~covenants ~~firm.~~related ~~From~~to ~~January~~the ~~2012~~incurrence toof ~~July~~additional ~~2014~~debt, heliens, ~~was~~the aCompany’s ~~Vice~~failure ~~President~~to atcomply ~~Great~~with ~~American~~the ~~Group,~~approved ~~LLC~~budget and certain bankruptcy related covenants, ain ~~leading~~each ~~provider~~case ofas ~~asset~~set ~~disposition~~forth ~~solutions~~in ~~and~~the ~~valuation~~DIP ~~and~~Loan ~~appraisal~~Agreement. ~~services~~The tofinancing aprovided ~~wide~~for ~~range~~under ofthe ~~retail,~~DIP ~~wholesale~~Loan ~~and~~Agreement ~~industrial~~accelerates ~~clients,~~if asthe ~~well~~Company asbreaches ~~lenders,~~a ~~capital~~covenant ~~providers,~~or ~~private~~Chapter ~~equity~~11 ~~investors~~Milestone ~~and~~(as ~~professional~~defined ~~service~~in ~~firms.~~the ~~Mr.~~DIP ~~Wyse~~Loan ~~graduated~~Agreement) ~~from~~under ~~Saint~~the ~~Bonaventure~~DIP ~~University~~Loan inAgreement ~~1999~~and ~~with~~the aLender ~~BBA/MBA~~declares ina ~~accounting~~default.

~~Item~~The Final Order authorizing the Debtors to enter into the DIP Loan Agreement and obtain postpetition financing of up to $1,700,000.0300 was entered into by the Court on July 18, 2017.

~~Bankruptcy~~A orcopy ~~Receivership~~of the DIP Loan Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The above description of the DIP Loan Agreement is qualified in its entirety by the full text of such exhibit.

OnItem June 13, 2017, the Company filed a voluntary petition (the “Chapter 11 Case”) under Chapter 11 (“Chapter 11”) of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court of Delaware (the “Court”)2. ~~The Chapter 11 Case is being administered under the caption In re The Original Soupman, Inc~~03. (Case No. 1:17-bk-11313). The Company will continue to operate its business in the ordinary course as a “debtor-in-possession” under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. The Company intends to promptly seek the necessary relief from the Court in order to allow it to continue to conduct business with minimal interruption and impact on its operations, customers and employees. The Company filed the Chapter 11 Case, in part, to resolve all disputed outstanding liabilities, seek further financing or sell its assets, and resolve all issues resulting from the Company’s termination of its former CFO and President, Mr. Robert Bertrand. As described in Items 1.01 and 5.02 above, the Company has entered into an agreement with Mr. Wyse to act as CRO to guide the Company through this bankruptcy.

~~Item~~Creation 7of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~01.~~

~~Regulation~~The FDinformation ~~Disclosure~~set forth in Item 1.01 of this Current Report on Form 8-K regarding the DIP Loan Agreement and DIP Facility is incorporated herein by reference into this Item 2.03.

Additional information on the Chapter 11 Case, including access to documents filed with the Court and other general information about the Chapter 11 Case, is available at a subscription based service known as PACER, at https://ecf.deb.uscourts.gov/cgi-bin/iquery.pl?949006151816262-L_1_0-1.

The information in Item 7.01 of this Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing.

Item 8.01.

Other Events.

OnThe ~~June~~Company’s ~~13,~~stockholders ~~2017,~~are ~~the~~cautioned ~~Company~~that ~~issued~~trading ain ~~press~~shares ~~release~~of ~~announcing~~the Company’s common stock during the ~~filing~~pendency of the Chapter 11 Case is highly speculative and poses substantial risks. ATrading ~~copy~~prices for shares of the ~~press~~Company’s ~~release~~common isstock ~~attached~~may ~~hereto~~bear aslittle ~~Exhibit~~or 99no relationship to the actual recovery, if any, by holders in the reorganization.1 Accordingly, the Company urges extreme caution with respect to existing and isfuture ~~incorporated~~investments ~~herein~~in byits ~~reference~~common stock.

The Company’s stockholders are cautioned that trading in shares of the Company’s common stock during the pendency of the Chapter 11 Case is highly speculative and poses substantial risks. Trading prices for shares of the Company’s common stock may bear little or no relationship to the actual recovery, if any, by holders in the reorganization. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock

Item 9.01

Financial Statements and Exhibits.

Exhibit		Description
10.1		~~Michael~~July ~~Wyse~~17, ~~Letter~~2017 Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement
99.1		Press Release dated June 13, 2017

SIGNATURES

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.

Dated: June 16, 2017	SOUPMAN, INC.
Dated: July 21, 2017	SOUPMAN, INC.
	By:	/s/ Jamieson Karson
		Name: Jamieson Karson
		Title: CEO

EXHIBIT INDEX

Exhibit		Description
10.1		~~Michael~~July ~~Wyse~~17, ~~Letter~~2017 Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement
99.1		Press Release dated June 13, 2017

Filing Compare · SOUPMAN, INC.