Soupman, Inc. (OTCMKTS:SOUP) Files An 8-K Entry into a Material Definitive Agreement

Soupman, Inc. (OTCMKTS:SOUP) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01.

Entry into a Material Definitive Agreement.

Item 5.02.

Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On June 13, 2017, Soupman, Inc. (hereinafter the
Company) finalized the terms of its May 25, 2017
appointment of, and entered into an agreement with, 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 in dealing with its
restructuring process. Under the agreement, Mr. Wyse will also
serve as Interim Chief Financial Officer (CFO)
of the Company until a permanent CFO is successfully hired. This
agreement memorializes the terms of compensation from the May 25,
2017 appointment of Mr. Wyse as CRO and Interim CFO. Wyse
Advisors LLC will be compensated $35,000.00 per month, for the
first two months commencing with the filing of the Chapter 11
Case (defined below), and thereafter, $25,000.00 per month until
the bankruptcy is completed. Upon completion of a sale of
substantially all the assets, Wyse Advisors LLC will be
compensated $300,000.00. Finally, Mr. Wyse will be reimbursed for
all reasonable and documented out-of-pocket expenses incurred in
connection with this assignment.

Mr. Wyses duties under the agreement include managing cash
forecasting and liquidity management procedures, reviewing and
evaluating the go-forward business, evaluating the value of
existing assets, evaluating additional strategic alternatives
with the goal of maximizing value for the Company, and all other
duties normally associated with the position of a CRO. Mr. Wyse
is providing services under the agreement as an independent
contractor. The agreement between Mr. Wyse and the Company may be
terminated upon thirty (30) days prior written notice by either
party.

Mr. Wyse has been the Managing Partner of Wyse Advisors LLC since
November 2015. He has in excess of 19 years of experience
advising companies and other constituents through stressed,
distressed and bankruptcy situations. From July 2014 to July
2015, he was an Executive Director at Donlin Recano Company, a
corporate restructuring firm. From January 2012 to July 2014, he
was a Vice President at Great American Group, LLC, a leading
provider of asset disposition solutions and valuation and
appraisal services to a wide range of retail, wholesale and
industrial clients, as well as lenders, capital providers,
private equity investors and professional service firms. Mr. Wyse
graduated from Saint Bonaventure University in 1999 with a
BBA/MBA in accounting.

Item1.03.

Bankruptcy or Receivership.

On 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). The
Chapter 11 Case is being administered under the captionIn re
The Original Soupman, Inc.
(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 Companys 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 7.01.

Regulation FD Disclosure.

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.

On June 13, 2017, the Company issued a press release announcing
the filing of the Chapter 11 Case. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.

The Companys stockholders are cautioned that trading in shares of
the Companys common stock during the pendency of the Chapter 11
Case is highly speculative and poses substantial risks. Trading
prices for shares of the Companys 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 Wyse Letter Agreement

99.1

Press Release dated June 13, 2017


About Soupman, Inc. (OTCMKTS:SOUP)

Soupman, Inc. is a manufacturer and seller of soups to grocery chains, educational institutions and its franchisees. The Company manufactures and sells soups in three segments under the brand name, Original Soupman. In the grocery segment, the Company’s soups can be purchased in stores (such as Kroger, Publix, Safeway and HEB). The Company packages its soups in Tetra Recart shelf stable cartons. In the food services segment, the Company sells the Original Soupman soups in bulk frozen heat ‘n serve pouches to its franchisees and licensed locations. The Company is selling heat n’ serve pouches to a national restaurant chain. In the educational segment, it sells its bulk flash-frozen Original Soupman soups and other products to schools and colleges, such as the New York City Public school system. These additional products include vegetarian items, such a Mexicali Beans, Stewed Pinto Beans and Curried Chick Peas with Tomatillos.

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