ITEM
1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 16, 2020, Bridgford Food Processing
Corporation, a California corporation (“BFPC”) and a wholly-owned subsidiary of Bridgford Foods Corporation (NasdaqGM:
BRID, the “Registrant”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with CRG
Acquisition, LLC, a Missouri limited liability company (“CRG”), pursuant to which BFPC agreed to sell to CRG, pursuant
to the the terms and conditions set forth in the Purchase Agreement, a parcel of land including an approximate 156,000 square
foot four-story industrial food processing building located at 170 N. Green Street in Chicago, Illinois (the “Property”).
The purchase price for the Property is
$60,000,000, subject to certain closing adjustments and prorations. The Purchase Agreement provides for a due diligence period
ending on April 30, 2020, during which time CRG can conduct customary investigations and studies with respect to the
Property, including obtaining soil, geotechnical, subsurface or similar reports, a current survey of the Property, a title insurance
commitment, and reviewing property tax bills and appeals and service, management and operations contracts related to the Property.
Prior to the expiration of such due diligence period, CRG may terminate the Purchase Agreement without penalty in its sole
discretion. The closing is conditioned upon, among other customary closing conditions, CRG receiving zoning and other governmental
approvals necessary for the construction and development of a mixed use project on the Property in accordance with certain development
plans to be approved by the City of Chicago. Under the terms and conditions of the Purchase Agreement, the closing
of the sale of the Property to CRG would occur on the date that is thirty (30) days after CRG’s receipt of the necessary
zoning approvals, but in any event no earlier than October 31, 2020 and no later than March 31, 2021. The Purchase Agreement contains
various representations, warranties and covenants of the parties customary for a transaction of this nature and provides that,
following the closing of the sale of the Property to CRG pursuant to the Purchase Agreement, BFPC, on the one hand,
and CRG, on the other hand, will indemnify one another for certain liabilities, subject to certain limitations.
CRG will initially deposit $500,000 of
earnest money into escrow, which will be applied against the purchase price at closing. The escrowed amount will be refunded
to CRG in the event CRG elects not to complete the purchase prior to the end of the due diligence period. If CRG elects to proceed
with the purchase upon expiration of the due diligence period, the escrowed amount will become a non-refundable deposit. Until
the earlier of the termination of the Purchase Agreement and the closing of the transactions under the Purchase
Agreement, BFPC may, at its sole discretion, continue to conduct normal business operations at the Property. There can be no assurances
that the sale of the Property will be consummated on the terms set forth in the Purchase Agreement, if at all.
The
foregoing summary of the terms of the Purchase Agreement is not complete and is qualified in its entirety by reference to the
full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K. The Purchase Agreement
has been included as an exhibit to provide information regarding its terms. It is not intended to provide any other factual information
about BFPC or CRG. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes
of the Purchase Agreement as of the specific dates therein, were solely for the benefit of the parties to the Purchase Agreement,
are subject to limitations agreed upon by the parties, and may be subject to standards of materiality applicable to the parties
that differ from those applicable to investors.
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 are based on the 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 the following factors, among others: (i) industry and economic conditions, (ii)
the parties’ ability to satisfy the closing conditions and complete the proposed transaction; and (iii) unexpected costs,
liabilities or delays regarding the transaction. Given these uncertainties, the Registrant cautions investors and potential investors
not to place undue reliance on such statements. Neither the 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.