BRID Bridgford Foods Corp

ITEM 2.01 — COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On June 1, 2022, BFPC and CRG Acquisition, LLC (“CRG”), completed the real estate transaction (the “Sale Transaction”) set forth in the Purchase and Sale Agreement dated March 16, 2020 (as amended to date, the “CRG Purchase Agreement”). BFPC’s entry into and the terms of the CRG Purchase Agreement were previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 19, 2020.

Pursuant to the terms of the CRG Purchase Agreement, CRG acquired a parcel of land from BFPC including an approximate 156,000 square foot four-story industrial food processing building located at 170 N. Green Street in Chicago, Illinois. The purchase price for the Sale Transaction was $60.0 million, less approximately $2.1 million previously received by BFPC as non-refundable earnest money, and subject to certain closing adjustments as set forth in the CRG Purchase Agreement. In connection with the closing of the Sale Transaction, BFPC paid an aggregate of $1.2 million in broker commissions, including approximately $300,000 to KR6, Inc., an entity controlled by Keith Ross (a member of the Registrant’s Board of Directors). BFPC used approximately $18.7 million of the Sale Transaction proceeds to repay and terminate its bridge loan with WFB and intends to use approximately $18.0 million of such proceeds to repay its outstanding balance under our revolving credit facility with WFB, each as described in Item 1.02 above. BFPC currently anticipates that a significant portion of the balance of the sales proceeds will be used to pay federal and state taxes on the transaction, after deduction of net operating loss carryforwards in the amount of approximately $10.3 million. Any remaining funds will be used at the direction of the Registrant’s Board of Directors, including, without limitation, for general working capital purposes.

The foregoing summary of the terms of the CRG Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the CRG Purchase Agreement, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 19. 2020 and is incorporated herein by reference.

Forward-Looking Statements: Any statements contained in this Current Report on Form 8-K that refer to events that may occur in the future or other non-historical matters are forward-looking statements. These statements generally are characterized by the use of terms such as “plan”, “may”, “will”, “should”, “anticipate”, “estimate”, “predict”, “believe” and “expect”. These forward-looking statements relate to, among other things, the proposed use of proceeds from the Sale Transaction, are based on BFPC’s and the Registrant’s expectations as of the date of this Report and are subject to risks and uncertainties that could cause actual results to differ materially from current expectations. Actual results could differ materially from those projected in the forward-looking statements as a result of industry and economic conditions as well as other risks identified in documents that the Registrant files with the SEC.. Given these uncertainties, the Registrant cautions investors and potential investors not to place undue reliance on such statements. Neither BFPC nor the Registrant undertakes any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events.