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): July 1016, 2014

Crumbs Bake Shop, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35220	27-1215274
(State or other jurisdiction of	(Commission file number)	(IRS Employer
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(IRS Employer Identification No.)
incorporation or organization)		Identification No.)
110 West 40th Street, Suite 2100, New York, NY		10018
(Address of principal executive offices)		(Zip Code)

110 West 40th Street, Suite 2100, New York, NY	10018
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 221-7105

N/A

(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 obligations 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)

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))

Item 1.01. Entry into a Material Definitive Agreement.

OnAs ~~July~~described ~~10,~~in ~~2014,~~Item ~~the~~1.03 ~~Senior~~of ~~Secured~~the ~~Loan~~Company’s ~~and~~Current ~~Security~~Report ~~Agreement~~on ~~(the~~Form ~~“Original~~8-K ~~Loan~~filed ~~Agreement”)~~on ~~dated~~July ~~as of January 20~~16, 2014 ~~by and among Fischer Enterprises~~, ~~L.L.C.~~ ~~(“Fischer”),~~ Crumbs Holdings LLC (“Holdings”), Crumbs Bake Shop, Inc. (“Crumbs” and, together with Holdings, the “Company”), and ~~the~~certain ~~outstanding~~of ~~obligations~~its ~~under~~subsidiaries ~~the~~commenced ~~Notes~~on ~~issued~~July ~~pursuant~~11, ~~thereto~~2014 Chapter 11 bankruptcy proceedings (the “~~Original~~Bankruptcy ~~Notes~~Proceeding”), ~~were~~in ~~assigned~~the byUnited ~~Fischer~~States ~~pursuant~~Bankruptcy toCourt anfor ~~Assignment~~the District of ~~Loan~~New Jersey ~~and Loan Documents~~ (the “~~Assignment~~Bankruptcy Court”) to. Concurrent with the commencement of the Bankruptcy Proceeding, Lemonis Fischer Acquisition Company, LLC (“Lemonis Fischer Acquisition”). Inas ~~connection~~a ~~therewith,~~stalking ~~the~~horse ~~Company and~~bidder ~~Lemonis Fischer Acquisition~~ entered into aan ~~First~~Asset ~~Amendment~~Purchase toAgreement, ~~Senior~~dated July 11, ~~Secured~~2014 ~~Loan and Security Agreement~~ (the “~~Amendment~~APA”) ~~and~~, with the Company ~~entered~~pursuant ~~into~~to anwhich ~~Amended~~Lemonis ~~and~~Fischer ~~Restated~~Acquisition ~~Note~~will inacquire ~~favor~~substantially all the assets of the ~~Lemonis~~Company. ~~Fischer~~Crumbs ~~Acquisition~~and (its subsidiaries who commenced the ~~“Amended~~Bankruptcy ~~Note”), each~~Proceeding ~~dated~~are ~~July~~hereinafter 10referred to collectively, ~~2014~~as the Debtors.

~~The~~On ~~material~~July ~~terms~~16, of2014, the ~~Original~~Bankruptcy ~~Loan~~Court entered ~~Agreement~~an ~~and~~interim order (the ~~Original~~Interim ~~Notes,~~“DIP ~~which~~Order”) ~~are~~in ~~exhibits to~~ the ~~Assignment,~~Bankruptcy ~~and~~Proceeding ~~the~~approving ~~documents~~a ~~delivered~~debtor in ~~connection~~possession ~~therewith~~loan ~~were~~by Lemonis ~~summarized~~Fischer inAcquisition ~~Item~~to ~~1.01~~the ofDebtors ~~Crumbs’~~in ~~Current~~an ~~Report~~amount onnot ~~Form~~to ~~8-K~~exceed ~~that~~$1,133,000, ~~was~~pursuant ~~filed~~to ~~with~~a ~~the~~Superpriority ~~Securities~~Debtor-in-Possession Credit and ~~Exchange~~Security ~~Commission on~~Agreement, ~~January~~dated ~~24,~~as of July 11. 2014 (the “~~January~~DIP 24Credit ~~Form 8-K~~Agreement”). Pursuant to the Interim Order, ~~which~~Lemonis Fischer ~~summaries~~Acquisition ~~are~~has ~~incorporated~~made ~~herein~~an byinitial ~~reference~~advance of $200,000 to the Debtors under the DIP Credit Agreement. ~~Copies~~Subject ofto the terms ~~Original~~of ~~Loan~~the DIP Credit Agreement, ~~and~~the ~~Original~~balance ~~Notes~~of ~~were~~the ~~filed~~funds asavailable ~~exhibits~~under tothe DIP Credit Agreement shall be available upon the ~~January~~entry of 24a ~~Form~~final ~~8-K~~order by the Bankruptcy Court approving the DIP Credit Agreement.

~~Pursuant~~The toprincipal ~~the~~amounts ~~Amendment,~~outstanding ~~Lemonis Fischer~~under ~~Acquisition~~the ~~made~~DIP anCredit ~~additional~~Agreement ~~term~~bear ~~loan~~interest toat ~~the~~a ~~Company~~rate ~~in the original principal amount~~ of ~~$317,000~~seven ~~(the~~percent ~~“Tranche III Loan”~~(7%)~~, which~~ ~~was~~per ~~disbursed in a single advance on July 10, 2014~~annum. ~~The~~Loans ~~Amended~~outstanding ~~Note~~under isthe anDIP ~~amendment~~Credit ~~and~~Agreement will ~~restatement~~mature ofon ~~Original Notes (~~the ~~outstanding~~ ~~balances~~earlier of ~~which~~(i) onSeptember ~~July 10~~8, 2014 ~~were $3~~,~~603,736.11~~ ~~and $1,593,509.19 respectively~~(ii) ~~and consolidated~~ the ~~debt~~date of the ~~Original~~closing ~~Notes~~of ~~and~~ the ~~Tranche~~sale ~~III Loan. The principal amount~~ of the ~~Amended~~Debtors’ ~~Note~~assets ~~is $5,514,245.30, which note will accrue~~pursuant ~~interest~~to atthe 7%Asset ~~per~~Purchase ~~annum.~~Agreement, ~~All outstanding principal~~ and ~~accrued~~(iii) ~~but~~an ~~unpaid~~Event ~~interest~~of ~~will~~Default beunder ~~due~~the onDIP ~~October~~Credit ~~8, 2014~~Agreement.

The ~~Amendment~~Debtors’ ~~also~~obligations ~~provided~~under ~~for a forbearance~~the byDIP ~~Lemonis~~Credit ~~Fischer~~Agreement ~~Acquisition~~are ofsecured ~~all~~by ~~existing~~a ~~Events~~lien ofcovering ~~Default~~substantially ~~under~~all of the ~~Original~~Debtors’ ~~Loan Agreement~~assets, rights and anproperties, ~~agreement~~ subject to ~~forbear so~~certain ~~long~~exceptions asset ~~(i)~~forth in the ~~Company~~DIP ~~and~~Credit ~~certain~~Agreement. ofThe ~~its~~DIP ~~subsidiaries~~Credit ~~(collectively,~~Agreement ~~the~~provides ~~“Debtors”)~~that ~~commence~~all ~~Chapter~~obligations ~~11 bankruptcy~~outstanding ~~proceedings~~under (the ~~“Bankruptcy~~DIP ~~Proceeding”)~~Credit Agreement constitute administrative expenses in the ~~United~~Chapter ~~States~~11 ~~Bankruptcy~~Cases, ~~Court~~with ~~for~~administrative ~~the~~priority ~~District~~and ofsenior secured ~~New~~status ~~Jersey~~under ~~(the “Bankruptcy~~Sections ~~Court”~~364(c) onof orthe ~~before~~Bankruptcy ~~July~~Code 11and, ~~2014,~~subject ~~(ii)~~to ~~the~~certain ~~Bankruptcy~~exceptions ~~Court~~set ~~enters~~forth anin ~~order (~~the “DIP ~~Order”)~~Credit Agreement, inhave ~~the~~priority ~~Bankruptcy~~over ~~Proceeding~~any ~~approving~~and aall ~~debtor~~administrative inexpense ~~possession~~claims, ~~loan~~unsecured byclaims ~~Lemonis~~and ~~Fischer~~costs ~~Acquisition~~and toexpenses in the ~~Debtors~~Chapter in11 ~~an amount~~Cases. ~~not~~The toDIP ~~exceed~~Credit ~~$1,133,000,~~Agreement ~~pursuant~~provides tofor a ~~Superpriority Debtor~~carve-~~in-Possession~~out ~~Credit and Security Agreement~~ (the “~~DIP Credit Agreement~~Carve-Out”) inwith ~~form~~respect ~~and~~to ~~substances~~the ~~satisfactory~~unpaid tofees ~~Lemonis~~of ~~Fischer~~the ~~Acquisition~~Clerk onof the orBankruptcy ~~before~~Court ~~July~~and ~~25,~~the ~~2014~~United ~~(the~~States Trustee (“~~Termination Date~~UST”), and ~~(iii)~~unpaid ~~execution~~budgeted ~~and~~fees ~~delivery~~of byprofessionals ~~the~~in ~~Debtors to Lemonis Fischer Acquisition of~~ the ~~DIP Credit Agreement and related~~Bankruptcy ~~security~~Case ~~agreements~~subject ~~pursuant~~ to ~~the~~approval ~~DIP~~of ~~Order on or before~~ the ~~Termination~~Bankruptcy ~~Date~~Court.

The ~~foregoing~~DIP ~~information~~Credit isAgreement ~~intended~~provides ~~only as~~for ~~a summary~~ affirmative and isnegative ~~qualified~~covenants, inincluding ~~its~~affirmative ~~entirety~~covenants byrequiring ~~reference to~~ the ~~Original~~Debtors ~~Loan~~to ~~Agreement~~provide ~~and~~financial ~~the Amendment~~information, ~~the~~budgets ~~Assignment~~ and other ~~the~~information ~~Amended~~to ~~Note.~~Lemonis ~~The~~Fischer ~~Company has filed copies of the Amendment~~Acquisition, ~~Assignment~~ and ~~Amended~~negative ~~Note~~covenants asrestricting ~~Exhibits~~the ~~10.1,~~Debtors’ ~~10.2~~ability ~~and 10.3, respectively,~~ to ~~this~~incur ~~report~~additional ~~to provide investors with information regarding its terms. Investors should not rely on the agreements~~indebtedness, orgrant ~~other~~liens, ~~terms~~dispose ~~contained~~of inassets, ~~the~~make ~~Loan~~investments, ~~Agreement (~~or intake ~~its~~certain ~~exhibits),~~other ~~the Amendment~~actions, ~~Assignment~~in oreach ~~Amended~~ease ~~Note~~except ~~or any description thereof~~ as ~~characterizations~~permitted ofin the ~~actual~~DIP ~~state of facts or condition of the Company, Lemonis Fischer Acquisition or any other~~Credit ~~person~~Agreement. ~~Moreover,~~The ~~information~~Debtors’ ~~concerning~~ability ~~the~~to ~~subject~~borrow ~~matter~~under of the ~~agreements~~DIP ~~and~~Credit ~~other~~Agreement ~~terms~~is ~~may~~subject ~~change~~to ~~after~~ the ~~date~~satisfaction ~~hereof, which~~of ~~subsequent~~certain ~~information~~customary conditions ~~may~~precedent orset ~~may~~forth ~~not be fully reflected in public disclosures by the Company~~herein.

~~Item~~The 1DIP Credit Agreement provides for certain customary events of default, including events of default resulting from non-payment of principal, interest or other amounts when due, material breaches of representations and warranties, breaches of covenants in the DIP Credit Agreement, conversion of the Bankruptcy Proceeding to a Chapter 7 case, the appointment of a trustee, an order lifting the automatic bankruptcy stay for amounts greater than $50,000 or entry of an order approving the sale of the Debtors assets to someone other than Lemonis Fischer Acquisition.~~03.~~ Upon the existence of an event of default, upon five (5) business days’ notice to the Debtors, the UST and Bankruptcy Court, Lemonis Fischer Acquisition may declare all principal, interest and other amounts under the DIP Credit Agreement immediately due and payable, except that in the case of a payment default or ~~Receivership~~the entry by the Bankruptcy Court of an order approving the sale of the Debtors’ assets to a party other than Lemonis Fischer Acquisition, the outstanding obligations under the DIP Credit Agreement shall be immediately due and payable without notice.

OnA ~~July~~copy ~~11, 2014, the Company and certain~~ of ~~its wholly-owned subsidiaries commenced~~ the ~~Bankruptcy~~DIP ~~Proceeding~~Credit byAgreement ~~filing~~is ~~voluntary petitions for relief under Chapter 11~~filed ofas ~~the~~an ~~United~~exhibit ~~States~~to ~~Bankruptcy~~this ~~Code~~Current inReport ~~the~~on ~~Bankruptcy~~Form ~~Court.~~8-K ~~Certain~~and ofis ~~the~~incorporated ~~Company’s~~herein ~~subsidiaries~~by ~~are not included in the filing~~reference. The ~~filing~~above description of the ~~petitions~~DIP ~~places an automatic stay that restrains most actions that a creditor could commence or~~Credit ~~continue~~Agreement ~~against~~is ~~the~~qualified ~~Company~~in orits ~~the~~entirety ~~filing~~by ~~subsidiaries~~reference ~~and~~to ~~their assets, under applicable bankruptcy law, without~~ the ~~permission of~~DIP ~~the~~Credit ~~Bankruptcy~~Agreement ~~Court~~filed herewith.

~~After~~This ~~extensively~~report ~~exploring~~contains ~~alternatives~~forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Readers of this report should be aware of the speculative nature of forward-looking statements. Statements that are not historical in nature, including those that include the words “anticipate”, ~~following~~“estimate”, ~~thorough~~“plan”, ~~consultation~~“project”, ~~with~~“continuing”, ~~its~~“ongoing”, ~~legal~~“target”, “aim”, “expect”, “believe”, “intend”, “may”, “will”, “should”, “could”, or the negative of those words and other comparable words, and any financial ~~advisors~~projections used in connection with any discussion of future plans, strategies, objectives, actions, or events identify forward-looking statements. Such statements include, among others, those concerning assumptions, expectations, predictions, intentions or beliefs about future events. These statements are based on the beliefs of the Company’s ~~Board~~management ofas ~~Directors~~well ~~determined~~as ~~that~~assumptions made by and information currently anavailable ~~orderly~~to ~~sale~~the ofCompany and reflect the Company’s ~~assets~~current ~~through~~views aconcerning ~~Chapter~~future 11events. ~~process~~As issuch, ~~the~~they ~~most~~are ~~prudent~~subject to risks and ~~effective~~uncertainties ~~means~~that ofcould ~~maximizing~~cause actual results or events to differ materially from those expressed or implied by such ~~value~~forward-looking statements. Such risks and uncertainties include, among many others: the risk that the conditions to the closing under the APA will not be satisfied or waived by the parties; the risk that any projections, including earnings, revenues, expenses, synergies, margins or any other financial items that form the basis for management’s plans and assumptions will not be realized; the risks associated with the Company’s ~~stakeholders~~obligations to comply with applicable laws and government regulations; and general economic conditions. ~~The~~These ~~bankruptcy~~and ~~petitions~~other risks are ~~part~~discussed ofin ~~ongoing~~detail ~~actions~~in ~~taken~~the byperiodic reports that the Company tofiles ~~restructure its~~with ~~business,~~the SEC, and ~~attempt~~investors are urged to ~~preserve~~review those periodic reports and the ~~value~~Company’s ofother filings with the SEC, which are accessible on the SEC’s website at www.sec.gov, before making an investment decision. The Company assumes ~~for~~no obligation to update its ~~stakeholders~~forward-looking statements except as required by law.

~~Concurrent~~Item with the commencement of the Bankruptcy Proceeding, Lemonis Fischer Acquisition as a stalking horse bidder entered into an Asset Purchase Agreement, dated July 11, 2014 (the “APA”), with the Company pursuant to which Lemonis Fischer Acquisition will acquire substantially all the assets of the Company9.01 ~~The~~Financial ~~purchase~~Statements ~~price to be paid under the APA for the Company’s assets shall consist of (i) a credit bid of the amounts outstanding under the DIP Credit Agreement~~ and ~~the Original Loan Agreement and the Amendment, and (ii) the assumption by Lemonis Fischer Acquisition of certain liabilities of the Company~~Exhibits. The purchase of the Company’s assets by Lemonis Fischer Acquisition under the APA is subject to higher or better offers that may be received by the Company pursuant to an auction process being conducted in the Bankruptcy Proceeding under Section 363 of the United States Bankruptcy Code.

~~Item 3~~(d) Exhibits.~~01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~

~~On July 10, 2014,~~ The ~~NASDAQ~~exhibits ~~Stock Market (“Nasdaq”)~~ filed ~~a Form 25 NSE~~ with ~~the~~this ~~Securities~~report ~~and Exchange Commission removing the common stock from listing~~are ~~and~~listed ~~registration~~in ~~on Nasdaq. As previously disclosed by~~ the ~~Company,~~Exhibit ~~Nasdaq~~Index ~~notified the Company~~ that itimmediately ~~would~~follow ~~be suspending~~ the ~~trading~~ ofsignatures ~~the common stock effective at the opening of business on July 1~~hereto, ~~2014.~~which ~~The~~Exhibit ~~Company’s~~Index ~~common~~is ~~stock~~incorporated ~~was~~herein ~~delisted from~~by ~~Nasdaq as a result of the Company’s failure to meet the standards for listing as set for in Nasdaq Listing Rule 5500(b)~~reference. Since its delisting from Nasdaq, the Company’s units, warrants and common stock have been quoted on the OTC Pink Marketplace under the trading symbols “CRMBU”, “CRMBW” and “CRMB”, respectively.

~~This~~EXHIBIT report contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Readers of this report should be aware of the speculative nature of forward-looking statements. Statements that are not historical in nature, including those that include the words “anticipate”, “estimate”, “plan”, “project”, “continuing”, “ongoing”, “target”, “aim”, “expect”, “believe”, “intend”, “may”, “will”, “should”, “could”, or the negative of those words and other comparable words, and any financial projections used in connection with any discussion of future plans, strategies, objectives, actions, or events identify forward-looking statements. Such statements include, among others, those concerning assumptions, expectations, predictions, intentions or beliefs about future events. These statements are based on the beliefs of the Company’s management as well as assumptions made by and information currently available to the Company and reflect the Company’s current views concerning future events. As such, they are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among many others: the risk that the conditions to the closing under the APA will not be satisfied or waived by the parties; the risk that any projections, including earnings, revenues, expenses, synergies, margins or any other financial items that form the basis for management’s plans and assumptions will not be realized; the risks associated with the Company’s obligations to comply with applicable laws and government regulations; and general economic conditions. These and other risks are discussed in detail in the periodic reports that the Company files with the SEC, and investors are urged to review those periodic reports and the Company’s other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov, before making an investment decision. The Company assumes no obligation to update its forward-looking statements except as required by law.INDEX

Item 7.01. Regulation FD Disclosure.

No.		Description

10.1		Superpriority Senior Secured Debtor-in-Possession Credit and Security Agreement dated as of July 11, 2014 among Crumbs Bake Shop, Inc., its listed Subsidiaries and Lemonis Fischer Acquisition Company, LLC.

On July 11, 2014, the Company issued a press release (the “Press Release”) announcing that it had commenced the Bankruptcy Proceeding, that it had entered into the APA with Lemonis Fischer Acquisition and that Lemonis Fischer Acquisition had committed to provide financing to the Company pursuant to the DIP Credit Agreement. A copy of the Press Release is attached as Exhibit 99.1 to this report.SIGNATURES

~~The~~Pursuant ~~information~~to ~~in this Item 7.01 and~~ the ~~Press~~ ~~Release~~requirements ~~attached hereto shall not be deemed “filed” for purposes~~ of ~~Section 18 of~~ the Securities Exchange Act of 1934, ~~nor shall it be deemed incorporated by reference in any filing under~~ the ~~Securities~~registrant ~~Act~~has ofduly ~~1933~~caused orthis ~~the~~report ~~Securities~~to ~~Act of 1934, except as shall~~ be ~~expressly~~signed ~~set~~on ~~forth~~its behalf by ~~specific~~the ~~reference~~undersigned inhereunto ~~such~~duly ~~filing~~authorized.

Item 9.01. Financial Statements and Exhibits.

	CRUMBS BAKE SHOP, INC.

Dated: July 21, 2014	By:	/s/ Edward M. Slezak
		Edward M. Slezak
		Chief Executive Officer and General Counsel

(d) Exhibits.

The exhibits filed with this report are listed in the Exhibit Index that immediately follows the signatures hereto, which Exhibit Index is incorporated herein by reference.

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.

	CRUMBS BAKE SHOP, INC.
Dated: July 15, 2014	By:	/s/ Edward M. Slezak
		Edward M. Slezak
		Chief Executive Officer and General Counsel

EXHIBIT INDEX

Exhibit Number		Description
10.1		First Amendment to Senior Secured Loan and Security Agreement, dated as of July 10, 2014, by and between Crumbs Holdings LLC and Crumbs Bake Shop, Inc., as borrower and Lemonis Fischer Acquisition Company, LLC as lender (filed herewith)
10.2		Assignment of Loan and Loan Documents, dated as of July 10, 2014, by Fischer Enterprises L.L.C. and Lemonis Fischer Acquisition Company, LLC (filed herewith)
10.3		Amended and Restated Note, dated as of July 10, 2014, in a principal amount of $5,514,245.30 of Crumbs Holdings LLC and Crumbs Bake Shop, Inc. payable to Lemonis Fischer Acquisition Company, LLC (filed herewith)
10.4		Asset Purchase Agreement, dated as of July 11, 2014, by and among Lemonis Fischer Acquisition Company, LLC, Crumbs Bake Shop, Inc. and Crumbs Holdings LLC (filed herewith)
99.1		Press release dated July 11, 2014 (filed herewith)

Filing Compare · Crumbs Bake Shop, Inc.