Current Report Filing (8-k)
January 11 2022 - 5:17PM
Edgar (US Regulatory)
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2022-01-11
2022-01-11
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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): January 11, 2022
RCI
HOSPITALITY HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Texas
|
|
001-13992
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76-0458229
|
(State
or Other Jurisdiction
of
Incorporation)
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|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
10737
Cutten Road
Houston,
Texas 77066
(Address
of Principal Executive Offices, Including Zip Code)
(281)
397-6730
(Issuer’s
Telephone Number, Including Area Code)
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)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock, $0.01 par value
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RICK
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The
Nasdaq Global Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined 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 check mark 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
2.02 Results of Operations and Financial Condition.
On
January 10, 2022, we issued a press release announcing sales at nightclubs and restaurants for the first fiscal quarter ended December
31, 2021. In the last column in the table in the press release (which column is labeled “vs. 1Q20”), which compares
same-store sales for the quarter ended December 31, 2021 to the quarter ended December 31, 2019, the row items for Combined, Nightclubs,
and Bombshells had incorrect numbers. On January 11, 2022, we issued a press release correcting those numbers. A copy of the complete,
corrected press release is furnished as Exhibit 99.1 to this current report on Form 8-K.
As
previously announced, we are presenting and holding one-on-one meetings virtually with institutional investors at the 24th
Annual ICR Conference on January 10-12, 2022. The current report on Form 8-K that we filed on January 10, 2022 furnished with it the
presentation slides that may be used in meetings with investors and analysts at the conference. Page number 13 of those slides included
the same incorrect numbers from the January 10, 2022 press release described above. A copy of the complete, corrected presentation
slides is furnished with this current report as Exhibit 99.2. The corrected presentation slides may be used in whole or in part in meetings
with investors and analysts.
ITEM
7.01 REGULATION FD DISCLOSURE
The
disclosure in Item 2.02 above is incorporated herein by reference.
The
furnishing of the attached presentation slides is not an admission as to the materiality of any information therein. The information
contained in the slides is summary information that is intended to be considered in the context of more complete information included
in our filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that we have made
and may make from time to time by press release or otherwise. We undertake no duty or obligation to update or revise the information
contained in this report, although we may do so from time to time as management believes is appropriate. Any such updating may be made
through the filing of other reports or documents with the SEC, through press releases or through other public disclosures. For important
information about forward looking statements, see the slide titled “Forward-Looking Statements” in Exhibit 99.2 included
herewith.
The
information in this current report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, is being furnished and will not be treated as
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities
of that section.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
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.
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RCI
Hospitality Holdings, INC.
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Date:
January 11, 2022
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By:
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/s/
Eric Langan
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Eric
Langan
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President
and Chief Executive Officer
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